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                                                                   EXHIBIT 10.32


                             SECOND AMENDMENT TO THE
                MEDAPHIS CORPORATION EMPLOYEE STOCK PURCHASE PLAN

         THIS SECOND AMENDMENT is made effective as of the 19th day of May,
1997, by MEDAPHIS CORPORATION, a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter called the "Primary Sponsor");

                               W I T N E S S E T H

         WHEREAS, the Primary Sponsor adopted the Medaphis Corporation Employee
Stock Purchase Plan (the "Plan") by indenture dated June 27, 1996;

         WHEREAS, the First Amendment to the Plan, which provided for two entry
dates on January 1st and July 1st, respectively, became effective as of October
24, 1996; and

         WHEREAS, the Primary Sponsor desires to amend the Plan to allow for the
investment of funds held in participant accounts in common stock of Medaphis
Corporation in fractional share denominations.

         NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan as
follows, effective as of the date first written above:

1.       Section 6(a) of the Plan shall be amended by replacing Section 6(a)
with the following:

                  "As of the beginning of each Purchase Period during each
                  Enrollment Period, a Participant is granted an option to
                  purchase that number of shares of Common Stock as does not
                  exceed in value the result of dividing up to ten percent (10%)
                  of the Participant's Compensation for that Purchase Period by
                  the lesser of (i) eighty-five percent (85%) of the fair market
                  value of the Common Stock on the first business day of the
                  Purchase Period, or (ii) eighty-five percent (85%) of the fair
                  market value of the Common Stock on the last business day of
                  the Purchase Period."

2.       Section 6(b) of the Plan shall be amended by replacing the first
sentence thereof with the following:

                  "On the last business day of each Purchase Period during an
                  Enrollment Period, each Participant will be deemed to have
                  exercised his option to the extent of the funds then held in
                  the Participant's Contribution Account and such funds will be
                  applied to the purchase of shares (including fractional
                  shares) of Common Stock; provided, however, the number of
                  shares purchased for a Participant shall not be less than 1
                  share."
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         IN WITNESS WHEREOF, the Primary Sponsor has executed this Second
Amendment to the Plan as of the day and the year first above written.


                                        MEDAPHIS CORPORATION


                                             By: /s/ Daniel Connors
                                                 -------------------------------

                                             Title: SRVP Personnel & Admin.
                                                    ----------------------------
ATTEST:

By: /s/ Peggy Sherman
    ---------------------------------------

Title: VP, Assoc. Gen. Counsel & Ass't Sec.
       ------------------------------------
       [CORPORATE SEAL]








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