Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Donabauer Joseph M
  2. Issuer Name and Ticker or Trading Symbol
HMS HOLDINGS CORP [HMSY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
VP and Controller
(Last)
(First)
(Middle)
401 PARK AVENUE SOUTH
3. Date of Earliest Transaction (Month/Day/Year)
02/27/2013
(Street)

NEW YORK, NY 10016
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 02/27/2013   A   2,783 D $ 28.74 6,480 (1) D  
Common Stock 03/01/2013   M   6,483 A $ 12.61 12,963 (1) D  
Common Stock 03/01/2013   S   6,483 D $ 29.02 6,480 (1) D  
Common Stock 03/01/2013   M   1,322 A $ 19.77 7,802 (1) D  
Common Stock 03/01/2013   S   1,322 D $ 29.02 6,480 (1) D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non Qualified Stock Option (Right to Buy) $ 12.61 03/01/2013   M     6,483 10/01/2009(2) 09/30/2016 Common Stock 6,483 $ 0 0 (4) D  
Non Qualified Stock Option (Right to Buy) $ 19.77 03/01/2013   M     1,322 10/01/2010(3) 09/30/2017 Common Stock 1,322 $ 0 1,322 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Donabauer Joseph M
401 PARK AVENUE SOUTH
NEW YORK, NY 10016
      VP and Controller

Signatures

 /s/ Joseph M. Donabauer   03/01/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 2,783 restricted stock units (RSUs) granted on February 27, 2013 which vest ratably over three years commencing on the first anniversary of the grant date. Also includes: (i) 158 RSUs granted on October 1, 2010, (ii) 454 RSUs granted on October 1, 2011 and (iii) 1,124 RSUs granted on October 5, 2012.
(2) Date shown is the date of grant. Fifty percent of these options vested annually in 1/3 increments over a period of three years commencing on December 31, 2010. The remaining 50%, vested on December 31, 2012 based on the Issuer's achievement of certain pre-defined performance criteria and the Reporting Persons satisfaction of certain service conditions.
(3) Date shown is the date of grant. These options vested annually in 1/3 increments over a period of three years commencing on December 31, 2010.
(4) Only refers to the derivitive securities in this class.

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