SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
  
                     PURSUANT TO SECTION 13 OR 15(d) OF 
                    THE SECURITIES EXCHANGE ACT OF 1934 
  
  
     Date of Report (Date of Earliest Event Reported):  February 11, 1999 
  
  
                              Medaphis Corporation
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
            Delaware                 000-19480              58-1651222
   ----------------------------     ------------      -------------------
   (State or other jurisdiction     (Commission         (IRS Employer 
         of incorporation)          File Number)      Identification No.) 
      
  
   2700 Cumberland Parkway, Suite 300, Atlanta Georgia        19044   
   ----------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code) 
  
  
   Registrant's telephone number including area code: (770) 444-5300 
  

                           Not Applicable                
   ----------------------------------------------------------------------
        (Former name or former address, if changed since last report)


  
 Item 5.  Other Events. 
  
           The Board of Directors of Medaphis Corporation (the "Company")
 has declared a dividend distribution of one Right for each outstanding
 share of Common Stock, par value $.01 per share, of the Company ("Common
 Stock").  The distribution is payable to the stockholders of record at the
 close of business on February 16, 1999.  Each Right entitles the registered
 holder to purchase from the Company one one-hundredth of a share of a
 series of the Company's preferred stock designated as Series A Junior
 Participating Preferred Stock ("Preferred Stock") at a price of $25 per one
 one-hundredth of a share (the "Purchase Price"), subject to adjustment. 
 The description and terms of the Rights are set forth in a Rights
 Agreement, dated as of February 11, 1999 (the "Rights Agreement"), between
 the Company and American Stock Transfer & Trust Company, as Rights Agent
 (the "Rights Agent"). 
  
           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  Subject to certain exceptions specified
 in the Rights Agreement, the Rights will separate from the Common Stock and
 a Distribution Date will occur upon the earlier of (i) 10 business days
 following a public announcement that a person or group of affiliated or
 associated persons (an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding shares of Common Stock other
 than as a result of repurchases of stock by the Company or certain
 inadvertent actions by institutional or certain other stockholders or the
 date a Person has entered into an agreement or arrangement with the Company
 or any Subsidiary of the Company providing for an Acquisition Transaction 
 (the "Stock Acquisition Date") or (ii) 10 business days (or such later date
 as the Board shall determine, provided, however, that no deferral of a
 Distribution Date by the Board pursuant to the terms of the Rights
 Agreement described in this clause (ii) may be made at any time during the
 Special Period (as defined below)) following the commencement of a tender
 offer or exchange offer that would result in a person or group becoming an
 Acquiring Person.  An Acquisition Transaction is defined in the Rights
 Agreement as (x) a merger, consolidation or similar transaction involving
 the Company or any of its Subsidiaries as a result of which stockholders of
 the Company will no longer own a majority of the outstanding shares  of
 Common Stock of the Company or a publicly traded entity which controls the
 Company or, if appropriate, the entity into which the Company may be
 merged, consolidated or otherwise combined (based solely on the shares of
 Common Stock received or retained by such stockholder, in its capacity as a
 stockholder of the Company, pursuant to such transaction), (y) a purchase
 or other acquisition of all or a substantial portion of the assets of the
 Company and its Subsidiaries, or (z) a purchase or other acquisition of
 securities representing 15% or more of the shares of Common Stock then
 outstanding.  Until the Distribution Date, (i) the Rights will be evidenced
 by the Common Stock certificates and will be transferred with and only with
 such Common Stock certificates, (ii) new Common Stock certificates issued
 after the Record Date will contain a notation incorporating the Rights
 Agreement by reference and (iii) the surrender for transfer of any
 certificates for Common Stock outstanding will also constitute the transfer
 of the Rights associated with the Common Stock represented by such
 certificate.  Pursuant to the Rights Agreement, the Company reserves the
 right to require prior to the occurrence of a Triggering Event (as defined
 below) that, upon any exercise of Rights, a number of Rights be exercised
 so that only whole shares of Preferred Stock will be issued.  
   
           The Rights are not exercisable until the Distribution Date and
 will expire at 5:00 P.M. (Atlanta, Georgia time) on February 16, 2009,
 unless earlier redeemed, exchanged, extended or terminated by the Company
 as described below.  At no time will the rights have any voting power. 
   
           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except as
 otherwise determined by the Board of Directors, only shares of Common Stock
 issued prior to the Distribution Date will be issued with Rights.  
   
           In the event that a Person becomes an Acquiring Person, except
 pursuant to an offer for all outstanding shares of Common Stock which the
 independent directors determine to be fair and not inadequate to and to
 otherwise be in the best interests of the Company and its stockholders,
 after receiving advice from one or more investment banking firms (a
 "Qualifying Offer"), each holder of a Right will thereafter have the right
 to receive, upon exercise, Common Stock (or, in certain circumstances,
 cash, property or other securities of the Company) having a value equal to
 two times the exercise price of the Right.  Notwithstanding any of the
 foregoing, following the occurrence of the event set forth in this
 paragraph, all Rights that are, or (under certain circumstances specified
 in the Rights Agreement) were, beneficially owned by any Acquiring Person
 will be null and void.  However, Rights are not exercisable following the
 occurrence of the event set forth above until such time as the Rights are
 no longer redeemable by the Company as set forth below.  
    
           In the event that (i) the Company is acquired in a merger (other
 than a "clean-up" merger which follows a Qualifying Offer) or other
 business combination transaction (x) in which the Company is not the
 surviving entity,  (y) in which the Company is the surviving entity and the
 Common Stock is changed or exchanged or the Common Stock remains
 outstanding but constitutes less than 50% of the shares outstanding
 immediately following the merger, or (ii) 50% or more of the Company's
 assets or earning power is transferred, each holder of a Right (except
 Rights which have previously been voided as set forth above) shall
 thereafter have the right to receive, upon exercise, common stock of the
 acquiring company having a value equal to two times the exercise price of
 the Right.  The events set forth in this paragraph and in the second
 preceding paragraph are referred to as the "Triggering Events."  
  
           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which have become void), in whole
 or in part, at an exchange ratio of one share of Common Stock, or one one-
 hundredth of a share of Preferred Stock (or of a share of a class or series
 of the Company's preferred stock having equivalent rights, preferences and
 privileges), per Right (subject to adjustment). 
  
           At any time until ten business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $.001 per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors). 
  
           For 180 days (the "Special Period") following a change in control
 of the Board of Directors of the Company, that has not been approved by the
 Board of Directors, occurring within six months of an unsolicited third
 party acquisition or business combination proposal, the new directors are
 entitled to redeem the rights (assuming the rights would have otherwise
 been redeemable), including to facilitate an acquisition or business
 combination transaction involving the Company in accordance with the terms
 set forth in the Rights Agreement. 
  
           Immediately upon the action of the Board of Directors ordering
 redemption of the Rights, the Rights will terminate and the only right of
 the holders of Rights will be to receive the $.001 redemption price. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company or in the event of the redemption of the Rights as set
 forth above.  
   
           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date. 
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights, or to shorten
 or lengthen any time period under the Rights Agreement. The foregoing
 notwithstanding, no amendment may be made to the Rights Agreement during
 the Special Period or at a time when the Rights are not redeemable, except
 to cure any ambiguity or correct or supplement any provision contained in
 the Rights Agreement which may be defective or inconsistent with any other
 provision therein. 
  
           The Rights Agreement specifying the terms of the Rights is
 attached hereto as an exhibit and is incorporated herein by reference.  The
 foregoing description of the Rights is qualified in its entirety by
 reference to such exhibit. 

  
 Item 7.  Financial Statements and Exhibits. 
  
 (c) Exhibits. 
  
 Exhibit No.    Exhibit 
 -----------    -------

      4         Rights Agreement, dated as of February 11, 1999,
                between Medaphis Corporation and American Stock
                Transfer & Trust Company, which includes as Exhibit B
                thereto, the Form of Rights Certificates.



                                 SIGNATURES 
  
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized. 
  

                                   MEDAPHIS CORPORATION 
  
  
                                   By: /s/ Randolph L.M. Hutto
                                       __________________________
                                       Name:  Randolph L.M. Hutto
                                       Title: Executive Vice President
                                          
  
  
 Date:  February  12, 1999



                             INDEX TO EXHIBITS 
  
 Exhibit No.    Exhibit                                         Page
 -----------    -------                                         ----

     4         Rights Agreement, dated as of February 11,
               1999, between Medaphis Corporation and
               American Stock Transfer & Trust Company,
               which includes as Exhibit B thereto the
               Form of Rights Certificates.
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{"company-data": {"conformed-name": "MEDAPHIS CORP", "cik": "0000878556", "assigned-sic": "8741", "irs-number": "581651222", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19480", "film-number": "99534047"}, "business-address": {"street1": "2700 CUMBERLAND PKWY STE 300", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "7704445300"}, "mail-address": {"street1": "2700 CUMBERLAND PKWY", "street2": "STE 300", "city": "ATLANTA", "state": "GA", "zip": "30339"}}
SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C.  20549 
  
  
                                  FORM 8-K 
  
                               CURRENT REPORT 
  
  
                     PURSUANT TO SECTION 13 OR 15(d) OF 
                    THE SECURITIES EXCHANGE ACT OF 1934 
  
  
     Date of Report (Date of Earliest Event Reported):  February 11, 1999 
  
  
                              Medaphis Corporation
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter) 
  
  
            Delaware                 000-19480              58-1651222
   ----------------------------     ------------      -------------------
   (State or other jurisdiction     (Commission         (IRS Employer 
         of incorporation)          File Number)      Identification No.) 
      
  
   2700 Cumberland Parkway, Suite 300, Atlanta Georgia        19044   
   ----------------------------------------------------------------------
   (Address of principal executive offices)                   (Zip Code) 
  
  
   Registrant's telephone number including area code: (770) 444-5300 
  

                           Not Applicable                
   ----------------------------------------------------------------------
        (Former name or former address, if changed since last report)

  
 Item 5.  Other Events. 
  
           The Board of Directors of Medaphis Corporation (the "Company")
 has declared a dividend distribution of one Right for each outstanding
 share of Common Stock, par value $.01 per share, of the Company ("Common
 Stock").  The distribution is payable to the stockholders of record at the
 close of business on February 16, 1999.  Each Right entitles the registered
 holder to purchase from the Company one one-hundredth of a share of a
 series of the Company's preferred stock designated as Series A Junior
 Participating Preferred Stock ("Preferred Stock") at a price of $25 per one
 one-hundredth of a share (the "Purchase Price"), subject to adjustment. 
 The description and terms of the Rights are set forth in a Rights
 Agreement, dated as of February 11, 1999 (the "Rights Agreement"), between
 the Company and American Stock Transfer & Trust Company, as Rights Agent
 (the "Rights Agent"). 
  
           Initially, the Rights will be attached to all Common Stock
 certificates representing shares then outstanding, and no separate Rights
 Certificates will be distributed.  Subject to certain exceptions specified
 in the Rights Agreement, the Rights will separate from the Common Stock and
 a Distribution Date will occur upon the earlier of (i) 10 business days
 following a public announcement that a person or group of affiliated or
 associated persons (an "Acquiring Person") has acquired beneficial
 ownership of 15% or more of the outstanding shares of Common Stock other
 than as a result of repurchases of stock by the Company or certain
 inadvertent actions by institutional or certain other stockholders or the
 date a Person has entered into an agreement or arrangement with the Company
 or any Subsidiary of the Company providing for an Acquisition Transaction 
 (the "Stock Acquisition Date") or (ii) 10 business days (or such later date
 as the Board shall determine, provided, however, that no deferral of a
 Distribution Date by the Board pursuant to the terms of the Rights
 Agreement described in this clause (ii) may be made at any time during the
 Special Period (as defined below)) following the commencement of a tender
 offer or exchange offer that would result in a person or group becoming an
 Acquiring Person.  An Acquisition Transaction is defined in the Rights
 Agreement as (x) a merger, consolidation or similar transaction involving
 the Company or any of its Subsidiaries as a result of which stockholders of
 the Company will no longer own a majority of the outstanding shares  of
 Common Stock of the Company or a publicly traded entity which controls the
 Company or, if appropriate, the entity into which the Company may be
 merged, consolidated or otherwise combined (based solely on the shares of
 Common Stock received or retained by such stockholder, in its capacity as a
 stockholder of the Company, pursuant to such transaction), (y) a purchase
 or other acquisition of all or a substantial portion of the assets of the
 Company and its Subsidiaries, or (z) a purchase or other acquisition of
 securities representing 15% or more of the shares of Common Stock then
 outstanding.  Until the Distribution Date, (i) the Rights will be evidenced
 by the Common Stock certificates and will be transferred with and only with
 such Common Stock certificates, (ii) new Common Stock certificates issued
 after the Record Date will contain a notation incorporating the Rights
 Agreement by reference and (iii) the surrender for transfer of any
 certificates for Common Stock outstanding will also constitute the transfer
 of the Rights associated with the Common Stock represented by such
 certificate.  Pursuant to the Rights Agreement, the Company reserves the
 right to require prior to the occurrence of a Triggering Event (as defined
 below) that, upon any exercise of Rights, a number of Rights be exercised
 so that only whole shares of Preferred Stock will be issued.  
   
           The Rights are not exercisable until the Distribution Date and
 will expire at 5:00 P.M. (Atlanta, Georgia time) on February 16, 2009,
 unless earlier redeemed, exchanged, extended or terminated by the Company
 as described below.  At no time will the rights have any voting power. 
   
           As soon as practicable after the Distribution Date, Rights
 Certificates will be mailed to holders of record of the Common Stock as of
 the close of business on the Distribution Date and, thereafter, the
 separate Rights Certificates alone will represent the Rights.  Except as
 otherwise determined by the Board of Directors, only shares of Common Stock
 issued prior to the Distribution Date will be issued with Rights.  
   
           In the event that a Person becomes an Acquiring Person, except
 pursuant to an offer for all outstanding shares of Common Stock which the
 independent directors determine to be fair and not inadequate to and to
 otherwise be in the best interests of the Company and its stockholders,
 after receiving advice from one or more investment banking firms (a
 "Qualifying Offer"), each holder of a Right will thereafter have the right
 to receive, upon exercise, Common Stock (or, in certain circumstances,
 cash, property or other securities of the Company) having a value equal to
 two times the exercise price of the Right.  Notwithstanding any of the
 foregoing, following the occurrence of the event set forth in this
 paragraph, all Rights that are, or (under certain circumstances specified
 in the Rights Agreement) were, beneficially owned by any Acquiring Person
 will be null and void.  However, Rights are not exercisable following the
 occurrence of the event set forth above until such time as the Rights are
 no longer redeemable by the Company as set forth below.  
    
           In the event that (i) the Company is acquired in a merger (other
 than a "clean-up" merger which follows a Qualifying Offer) or other
 business combination transaction (x) in which the Company is not the
 surviving entity,  (y) in which the Company is the surviving entity and the
 Common Stock is changed or exchanged or the Common Stock remains
 outstanding but constitutes less than 50% of the shares outstanding
 immediately following the merger, or (ii) 50% or more of the Company's
 assets or earning power is transferred, each holder of a Right (except
 Rights which have previously been voided as set forth above) shall
 thereafter have the right to receive, upon exercise, common stock of the
 acquiring company having a value equal to two times the exercise price of
 the Right.  The events set forth in this paragraph and in the second
 preceding paragraph are referred to as the "Triggering Events."  
  
           At any time after a person becomes an Acquiring Person and prior
 to the acquisition by such person or group of fifty percent (50%) or more
 of the outstanding Common Stock, the Board may exchange the Rights (other
 than Rights owned by such person or group which have become void), in whole
 or in part, at an exchange ratio of one share of Common Stock, or one one-
 hundredth of a share of Preferred Stock (or of a share of a class or series
 of the Company's preferred stock having equivalent rights, preferences and
 privileges), per Right (subject to adjustment). 
  
           At any time until ten business days following the Stock
 Acquisition Date, the Company may redeem the Rights in whole, but not in
 part, at a price of $.001 per Right (payable in cash, Common Stock or other
 consideration deemed appropriate by the Board of Directors). 
  
           For 180 days (the "Special Period") following a change in control
 of the Board of Directors of the Company, that has not been approved by the
 Board of Directors, occurring within six months of an unsolicited third
 party acquisition or business combination proposal, the new directors are
 entitled to redeem the rights (assuming the rights would have otherwise
 been redeemable), including to facilitate an acquisition or business
 combination transaction involving the Company in accordance with the terms
 set forth in the Rights Agreement. 
  
           Immediately upon the action of the Board of Directors ordering
 redemption of the Rights, the Rights will terminate and the only right of
 the holders of Rights will be to receive the $.001 redemption price. 
  
           Until a Right is exercised, the holder thereof, as such, will
 have no rights as a stockholder of the Company, including, without
 limitation, the right to vote or to receive dividends.  While the
 distribution of the Rights will not be taxable to stockholders or to the
 Company, stockholders may, depending upon the circumstances, recognize
 taxable income in the event that the Rights become exercisable for Common
 Stock (or other consideration) of the Company or for common stock of the
 acquiring company or in the event of the redemption of the Rights as set
 forth above.  
   
           Any of the provisions of the Rights Agreement may be amended by
 the Board of Directors of the Company prior to the Distribution Date. 
 After the Distribution Date, the provisions of the Rights Agreement may be
 amended by the Board in order to cure any ambiguity, to make changes which
 do not adversely affect the interests of holders of Rights, or to shorten
 or lengthen any time period under the Rights Agreement. The foregoing
 notwithstanding, no amendment may be made to the Rights Agreement during
 the Special Period or at a time when the Rights are not redeemable, except
 to cure any ambiguity or correct or supplement any provision contained in
 the Rights Agreement which may be defective or inconsistent with any other
 provision therein. 
  
           The Rights Agreement specifying the terms of the Rights is
 attached hereto as an exhibit and is incorporated herein by reference.  The
 foregoing description of the Rights is qualified in its entirety by
 reference to such exhibit. 

  
 Item 7.  Financial Statements and Exhibits. 
  
 (c) Exhibits. 
  
 Exhibit No.    Exhibit 
 -----------    -------

      4         Rights Agreement, dated as of February 11, 1999,
                between Medaphis Corporation and American Stock
                Transfer & Trust Company, which includes as Exhibit B
                thereto, the Form of Rights Certificates.

                                 SIGNATURES 
  
  
           Pursuant to the requirements of the Securities Exchange Act of
 1934, the Registrant has duly caused this report to be signed on its behalf
 by the undersigned hereunto duly authorized. 
  

                                   MEDAPHIS CORPORATION 
  
  
                                   By: /s/ Randolph L.M. Hutto
                                       __________________________
                                       Name:  Randolph L.M. Hutto
                                       Title: Executive Vice President
                                          
  
  
 Date:  February  12, 1999

                             INDEX TO EXHIBITS 
  
 Exhibit No.    Exhibit                                         Page
 -----------    -------                                         ----

     4         Rights Agreement, dated as of February 11,
               1999, between Medaphis Corporation and
               American Stock Transfer & Trust Company,
               which includes as Exhibit B thereto the
               Form of Rights Certificates.