~~Table~~OMB IAPPROVAL ~~Non-Derivative~~OMB Securities Acquired, Disposed of, or Beneficially Owned ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Security 2)Trans- 3.Trans- 4.Securities Acquired(A) 5)Amount of 6) 7)Nature of action action or Disposed of (D) Securities Indirect Date Code A Beneficially D Beneficial (Month/ or Owned at or Ownership Day/Year) Code Amount D Price End of Year I ------------------------------------------------------------------------------------------------------------------------------------ Common Stock 07/10/02 B 2,913 A $2.43 595,575 D Direct Table II (PART 1) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1 through 6) ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative 2)Conversion 3)Trans- 4)Trans- 5)Number: of Derivative 6)Date Exercisable and Security or Exercise action action Securities Acquired (A) Expiration Date Price of Date Code or Disposed of (D) Derivative Security Code A D Exercisable Expiration 3235-~~-----------------------------------------------------------------------------------------------------------------------------------~~0362 ~~Incentive~~Expires: ~~Stock~~January ~~Option (right $3.41 12/19/02 A 87,975 (1) 12/19/12 to buy) Non-Qualified Stock Option $1.~~31 ~~01/10/01 A 750~~,~~000~~ ~~(2)~~2005 ~~01/10/11~~Estimated ~~(right~~average toburden ~~buy)~~hours ~~Non-Qualified~~per ~~Stock Option $3~~response.~~41 12/19/02 A 37,025 (1) 12/19/12 (right to buy) Non-Qualified Stock Option $2~~.~~48 04/17/02 G 37,500 (1) 12/12/11 (right to buy) Non-Qualified Stock Option $2~~.~~48 04/17/02 G 37,500 (~~1) 12/12/11 (right to buy) Table II (PART 2) Derivative Securitites Acquired, Disposed of, or Beneficially Owned (Columns 1,3 and 7 through 11) ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative 3)Trans- 7)Title and Amount 8)Price 9)Number of 10) 11)Nature of Security action of Underlying of Deri- Derivative Indirect Date Securities vative Securities D Beneficial Amount or Security Beneficially or Ownership Number of Owned at I - Title Shares End of Year ------------------------------------------------------------------------------------------------------------------------------------ Incentive Stock Option (right 12/19/02 Common Stock 87,975 87,975 D Direct to buy) Non-Qualified Stock Option 01/10/01 Common Stock 750,000 750,000 D Direct (right to buy) Non-Qualified Stock Option 12/19/02 Common Stock 37,025 37,025 D Direct (right to buy) Non-Qualified Stock Option 04/17/02 Common Stock 37,500 37,500 I by Daughter (3) (right to buy) Non-Qualified Stock Option 04/17/02 Common Stock 37,500 37,500 I by Son (3) (right to buy) Explanation of Responses: (1) Options vest in 1/3 increments with 1/3 vesting on grant date, and 1/3 on each of the next two anniversary dates. (2) Options will vest as follows: 100,000 vesting on first anniversary, and 81,250 at the end of each quarterly period thereafter. (3) These options are held in trusts for the benefit of the children of the reporting person, who still has beneficial ownership of the options.0

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 5

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

o	Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
o	Form 3 Holdings Reported
o	Form 4 Transactions Reported

Name and Address of Reporting
Person*

Issuer Name and Ticker or Trading
Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (Voluntary)

Powers, Galen D.

(Last) (First) (Middle)

Health Management Systems, Inc. (HMSY)

401 Park Avenue South

Statement for Month/Year

If Amendment, Date of Original (Month/Year)

12/31/2002

(Street)

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

Individual or Joint/Group Reporting
(Check Applicable Line)

New York, New York 10016

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Director

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of
Security
(Instr. 3)

Transaction
Date
(Month/Day/Year)

2A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction
Code
(Instr. 8)

Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities
Beneficially Owned
at the End of Issuer's
Fiscal Year
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

5,198

Common Stock

237

(A)

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction Date
(Month/Day/Year)

3A.

Deemed Execution
Date, if any
(Month/Day/Year)

Transaction Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

(A)

(D)

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