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                                  EXHIBIT 99.2

  NINTH AMENDMENT TO AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED
                              STOCK OPTION PLAN.


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                   NINTH AMENDMENT TO AMENDED AND RESTATED
                             MEDAPHIS CORPORATION
                       NON-QUALIFIED STOCK OPTION PLAN


        THIS AMENDMENT is effective as of August 24, 1995, and is made by
MEDAPHIS CORPORATION, a corporation organized and doing business under the laws
of the State of Delaware (the "Company").


                             W I T N E S S E T H


        WHEREAS, the Company has previously adopted the Amended and Restated
Medaphis Corporation Non-Qualified Stock Option Plan (the "Plan");

        WHEREAS, the First Amendment to the Plan, which increased the number of
shares available for grant, became effective on January 30, 1992;

        WHEREAS, the Second Amendment to the Plan, which formally allowed the
Committee authorized to administer the Plan, upon the exercise of an option by
an optionee, to withhold amounts necessary to satisfy state and federal tax
withholding requirements applicable to such exercise, became effective on
August 5, 1992;

        WHEREAS, the Third Amendment to the Plan, which increased the number of
shares available for grant thereunder and provided that future options be
granted at a price not less than fair market value as of the date of grant,
became effective on April 29, 1993;

        WHEREAS, the Fourth Amendment to the Plan, which effected certain
changes to the Plan designed to preserve the Company's ability to account for
certain transactions under the "pooling of interests" accounting method, became
effective on July 22, 1993;

        WHEREAS, the Fifth Amendment to the Plan, which permitted the options
granted pursuant to the Plan to be transferable by the optionee only by will or
the laws of descent and distribution or pursuant to a qualified domestic
relations order, became effective on December 15, 1993;

        WHEREAS, the Sixth Amendment to the Plan, which increased the number of
shares available for grant, became effective on April 27, 1994;

        WHEREAS, the Seventh Amendment to the Plan, which increased the number
of shares available for grant, became effective on April 27, 1995;

        WHEREAS, the Eighth Amendment to the Plan, which increased the number 
of shares available for grant and limited the maximum number of options
available for grant to any one individual, became effective on May 1, 1996; and

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        WHEREAS, the disinterested members of the Board of Directors of the
Company have authorized an amendment to the Plan to (1) allow the committee
authorized to administer the Plan to amend the Plan without the approval of the
stockholders of the Company if such amendment would not alter the rights of any
participant under the Plan who is subject to Rule 16b-3 of the Securities and
Exchange Act of 1934, as amended, and (2) allow the committee authorized to
administer the Plan to adjust the time periods set forth in Section 5(f) of the
Plan.

        NOW, THEREFORE, BE IT RESOLVED, that Section 8 of the Plan is hereby 
amended by deleting Section 8 of the Plan in its entirety, and replacing it
with the following:

        8.      AMENDMENT OF THE PLAN.  The Plan may be amended by the 
Committee from time to time to the extent that the Committee deems necessary or
appropriate except that the Committee shall not amend the Plan, absent the
approval of the stockholders of the Company (a) to materially increase (within
the meaning of Rule 16b-3) the benefits accruing to participants under the
Plan, (b) to materially increase (within the meaning of Rule 16b-3) the number
of securities which may be issued under the Plan, or (c) to materially modify
(within the meaning of Rule 16b-3) the requirements as to eligibility for
participation in the Plan; provided, however, that if the amendment would not
alter the rights of any participant under the Plan who is subject to Rule
16b-3, then the Committee may approve such amendment without obtaining the
approval of the stockholders of the Company; and provided, further, however, the
Committee shall have the authority, for any employee who is not subject to Rule
16b-3, to modify the three (3) and six (6) month time periods set forth in
Section 5(f) of the Plan without obtaining the approval of the stockholders of
the Company.

        Except as specifically amended by this Ninth Amendment, the Plan shall
remain in full force and effect as prior to this Ninth Amendment.

        IN WITNESS WHEREOF, the Company has caused this Ninth Amendment to be
executed on the day and year first above written.


                                        MEDAPHIS CORPORATION



                                        By: /s/ Michael R. Cote
                                            ----------------------------------
                                            Michael R. Cote
                                            Senior Vice President, Finance and
                                            Chief Financial Officer

ATTEST:


By: /s/ William R. Spalding
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    William R. Spalding
    Senior Vice President, Administration
    and General Counsel

    [Corporate Seal]




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