<PAGE>   1

   As filed with the Securities and Exchange Commission on April 8, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 ---------------

                              QUADRAMED CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                            <C>
            DELAWARE                                       68-0316252
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)
</TABLE>


                           1003 WEST CUTTING BOULEVARD
                           RICHMOND, CALIFORNIA 94804
               (Address of principal executive offices) (Zip Code)

                 QUADRAMED CORPORATION 1996 STOCK INCENTIVE PLAN
            CABOT MARSH CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
    PYRAMID HEALTH GROUP, INC. 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
  PYRAMID HEALTH SOLUTIONS, INC. 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
HOSPITAL CORRESPONDENCE CORPORATION 1995 STOCK OPTION PLAN AND 1996 EMPLOYEE AND
                          CONSULTANT STOCK OPTION PLAN
             CODEMASTER CORPORATION 1998 EXECUTIVE STOCK OPTION PLAN
                      IMN LLC 1995 CLASS C UNIT OPTION PLAN
               THE COMPUCARE COMPANY 1997 STOCK COMPENSATION PLAN
     SPECIAL OPTION GRANTS TO MESSRS. HURD, MEHTA, PATEL, DEVITT AND AHEARN
          AND TO MS. PAPPAS PURSUANT TO WRITTEN COMPENSATION AGREEMENTS

                                 ---------------

                                 JAMES D. DURHAM
                             CHIEF EXECUTIVE OFFICER
                              QUADRAMED CORPORATION
                           1003 WEST CUTTING BOULEVARD
                           RICHMOND, CALIFORNIA 94804
                                 (510) 620-2340
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
================================================================================================================
          Title of                          Amount           Proposed Maximum   Proposed Maximum      Amount of
        Securities to                       to be             Offering Price        Aggregate       Registration
        be Registered                    Registered(1)          per Share        Offering Price          Fee
----------------------------------------------------------------------------------------------------------------
<S>                                    <C>                     <C>               <C>                  <C>
QuadraMed Corporation
1996 Stock Incentive Plan

Common Stock, $0.01 par value          1,230,698 shares           $4.31(2)        $5,304,308(2)       $1,474.60

Cabot Marsh Corporation
1997 Incentive Stock Option Plan

Common Stock, $0.01 par value             14,775 shares          $22.81(3)       $337,017.75(3)          $93.69

Pyramid Health Group, Inc.
1997 Employee and Consultant 
Stock Option Plan

Common Stock, $0.01 par value             19,930 shares           $9.63(3)          $191,926(3)          $53.36

Pyramid Health Solutions, Inc.
1996 Employee and Consultant 
Stock Option Plan

Common Stock, $0.01 par value            137,680 shares           $6.60(3)          $908,688(3)         $252.62

Hospital Correspondence Corporation
1995 Stock Option Plan

Common Stock, $0.01 par value             31,461 shares           $3.76(3)       $118,293.36(3)          $32.89

Hospital Correspondence Corporation
1996 Employee and Consultant 
Stock Option Plan
</TABLE>

<PAGE>   2

<TABLE>
<S>                                    <C>                     <C>               <C>                     <C>
Common Stock, $0.01 par value             56,495 shares           $8.30(3)       $468,908.50(3)          $130.36

CodeMaster Corporation
1998 Executive Stock Option Plan

Common Stock, $0.01 par value            110,544 shares           $8.34(3)       $927,966.78(3)          $256.30

IMN LLC
1995 Class C Unit Option Plan

Common Stock, $0.01 par value             77,500 shares          $25.81(3)        $2,000,275(3)          $556.08

The Compucare Company                     52,937 shares          $14.39(3)          $761,763             $211.77

1997 Stock Compensation Plan

Common Stock, $0.01 par value

Special Option Grants Pursuant
to Written Compensation Agreements

Common Stock, $0.01 par value

Mr. Hurd                                  50,000 shares          $23.44  (4)      $1,172,000(4)          $325.82
Mr. Mehta                                150,000 shares          $23.44  (4)      $3,516,000(4)          $977.45
Mr. Patel                                 40,000 shares          $23.44  (4)        $937,600(4)          $260.65 
Mr. DeVitt                                30,000 shares          $23.44  (4)        $703,200(4)          $195.49
Mr. Ahearn                               100,000 shares          $16.625(4)       $1,662,500(4)          $462.18
Ms. Pappas                                50,000 shares          $23.44  (4)      $1,172,000(4)          $325.82

                                                                          Aggregate Filing Fee:        $5,609.08
================================================================================================================
</TABLE>

(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the QuadraMed Corporation 1996
     Stock Incentive Plan, the Cabot Marsh Corporation 1997 Incentive Stock
     Option Plan, the Pyramid Health Group, Inc. 1997 Employee and Consultant
     Stock Option Plan, the Pyramid Health Solutions, Inc. 1996 Employee and
     Consultant Stock Option Plan, the Hospital Correspondence Corporation 1995
     Stock Option Plan and 1996 Employee and Consultant Stock Option Plan, the
     CodeMaster Corporation 1998 Executive Stock Option Plan, the IMN LLC 1995
     Class C Unit Option Plan, the Compucare Company 1997 Stock Compensation
     Plan, and the options granted to Messrs. Hurd, Mehta, Patel, DeVitt and
     Ahearn and to Ms. Pappas pursuant to Written Compensation Agreements (the
     "Individual Options") by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Common Stock of QuadraMed Corporation.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended the ("1933 Act"), on the basis of the
     average of the high and low selling prices per share of Common Stock of
     QuadraMed Corporation on April 6, 1999, as reported by the Nasdaq National
     Market.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price of the outstanding options.


(4)  Calculated solely for purposes of this offering under Rule 457(h) of the
     1933 Act on the basis of the exercise price of each of the Individual
     Options.

<PAGE>   3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference

     QuadraMed Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 filed with the SEC on March 31, 1999; and

     (b)  The Registrant's Registration Statement No. 00-021031 on Form 8-A
          filed with the SEC on July 17, 1996 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), in which
          there is described the terms, rights and provisions applicable to the
          Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     The Registrant's Certificate of Incorporation provides that its directors
will not be liable to the Registrant or its stockholders for monetary damages
for breaches of fiduciary duty to the fullest extent permitted by Delaware law.
This provision is intended to allow the Registrant's directors the benefit of
Delaware General Corporation Law, which provides that directors of Delaware
corporations may be relieved of monetary liability for breaches of their
fiduciary duty of care except under certain circumstances, including breach of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or known violation of law, or any transaction from which
the director derived an improper personal benefit.

     The Registrant will enter into separate indemnification agreements with
each of the directors and executive officers whereby the Registrant will agree,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or executive officers to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits


<PAGE>   4

<TABLE>
<CAPTION>
Number        Exhibit
------        -------
<S>           <C>
 4            Instruments Defining Rights of Stockholders. Reference is
              made to Registrant's Registration Statement No. 00-021031
              on Form 8-A, including the exhibits thereto, which is
              incorporated herein by reference pursuant to Item 3(b).
 5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
 5.2          Opinion and consent of Zevnik Horton Guibord McGovern Palmer 
              & Fognani, L.L.P.
 23.1(A)      Consent of Arthur Andersen LLP, Independent Public Accountants.
 23.1(B)      Consent of Deloitte & Touche LLP, Independent Auditor.
 23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in 
              Exhibit 5.
 24.0         Power of Attorney. Reference is made to page II-4 of this 
              Registration Statement.
 99.1         QuadraMed Corporation 1996 Stock Incentive Plan.
 99.2*        Form of Notice of Grant of Stock Option.
 99.3*        Form of Stock Option Agreement.
 99.4*        Form of Addendum to Stock Option Agreement (Limited Stock 
              Appreciation Right).
 99.5*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Change in Control).
 99.6*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.7*        Form of Notice of Grant of Automatic Stock Option (Initial Grant).
 99.8*        Form of Notice of Grant of Automatic Stock Option (Annual Grant).
 99.9*        Form of Automatic Stock Option Agreement.
 99.10*       Form of Stock Issuance Agreement.
 99.11*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Change in Control).
 99.12*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.13        Cabot Marsh Corporation 1997 Incentive Stock Option Plan.
 99.14        Form of Grant of Incentive Stock Option (Cabot Marsh 1997 Plan).
 99.15        Pyramid Health Group, Inc. 1997 Employee and Consultant Stock 
              Option Plan.
 99.16        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Group 1997 Plan).
 99.17        Pyramid Health Solutions, Inc. 1996 Employee and Consultant 
              Stock Option Plan.
 99.18        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Solutions 1996 Plan).
 99.19        Hospital Correspondence Corporation 1995 Stock Option Plan.
 99.20        Hospital Correspondence Corporation 1996 Employee and 
              Consultant Stock Option Plan.
 99.21        Form of Acknowledgement by Optionee and stock option terms 
              (Hospital Correspondence 1995 and 1996 Plans).
 99.22        CodeMaster Corporation 1998 Executive Stock Option Plan.
 99.23        Form of Exercise Notice (CodeMaster 1998 Plan).
 99.24        Form of Stock Buy-Back Agreement (CodeMaster 1998 Plan)
 99.25        IMN LLC 1995 Class C Unit Option Plan.
 99.26        Form of Unit Option Agreement (IMN 1995 Plan).
 99.27        The Compucare Company 1997 Stock Compensation Plan.
 99.28        Form of Incentive Stock Option Agreement (the Compucare 
              Company 1997 Stock Compensation Plan).
 99.29        Form of Written Compensation Agreement.
 99.30        Form of Notice of Grant of Stock Option (Pursuant to Written
              Compensation Agreement).
 99.31        Form of Stock Option Agreement (Pursuant to Written 
              Compensation Agreement).
 99.32        Form of Stock Option Assumption Agreement.
</TABLE>

     * Exhibits 99.2 through 99.12 are incorporated herein by reference to
Exhibits 99.2 through 99.12, respectively, to Registrant's Registration
Statement No. 333-16385 on Form S-8, filed with the Commission on November 15,
1996.


                                      II-2

<PAGE>   5

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the QuadraMed
Corporation 1996 Stock Incentive Plan, the Cabot Marsh Corporation 1997
Incentive Stock Option Plan, the Pyramid Health Group, Inc. 1997 Employee and
Consultant Stock Option Plan, the Pyramid Health Solutions, Inc. 1996 Employee
and Consultant Stock Option Plan, the Hospital Correspondence Corporation 1995
Stock Option Plan or 1996 Employee and Consultant Stock Option Plan, the
CodeMaster Corporation 1998 Executive Stock Option Plan the IMN LLC 1995 Class C
Unit Option Plan, the Compucare Company 1997 Stock Compensation Plan or upon the
expiration of the Individual Options.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3

<PAGE>   6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, State of California on this 8th day of
April, 1999.

                                           QUADRAMED CORPORATION


                                           By: /s/ JAMES D. DURHAM
                                              ---------------------------------
                                              James D. Durham
                                              Chairman of the Board, 
                                              and Chief Executive Officer


                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of QuadraMed Corporation, a
Delaware corporation, do hereby constitute and appoint James D. Durham and Keith
M. Roberts, each one of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                    Signature                          Title               Date
                    ---------                          -----               ----
<S>                               <C>                                  <C>
/s/ James D. Durham               Chairman of the Board and            April 8, 1999
-------------------------------   Chief Executive Officer
James D. Durham                   (Principal Executive Officer)


/s/ Keith M. Roberts              General Counsel & Chief Financial    April 8, 1999
-------------------------------   Officer and Assistant Secretary 
Keith M. Roberts                  (Principal Financial Officer)


/s/ Bernie J. Murphy              Vice President, Finance and Chief    April 8, 1999
-------------------------------   Accounting Officer (Principal 
Bernie J. Murphy                  Accounting Officer)
</TABLE>


                                      II-4

<PAGE>   7

<TABLE>
<CAPTION>
           Signature                          Title                        Date
           ---------                          -----                        ----
<S>                               <C>                                  <C>
/s/ Albert L. Greene              Director                             April 8, 1999
-------------------------------
Albert L. Greene


/s/ Kenneth E. Jones              Director                             April 8, 1999
-------------------------------
Kenneth E. Jones


/s/ Thomas F. McNulty             Director                             April 8, 1999
-------------------------------
Thomas F. McNulty


/s/ Joan P. Neuscheler            Director                             April 8, 1999
-------------------------------
Joan P. Neuscheler


                                  Director                             April 8, 1999
-------------------------------
Cornelius T. Ryan
</TABLE>


                                      II-5

<PAGE>   8

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                              QUADRAMED CORPORATION



<PAGE>   9


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Number        Exhibit
------        -------
<S>           <C>
 4            Instruments Defining Rights of Stockholders. Reference is
              made to Registrant's Registration Statement No. 00-021031
              on Form 8-A, including the exhibits thereto, which is
              incorporated herein by reference pursuant to Item 3(b).
 5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
 5.2          Opinion and consent of Zevnik Horton Guibord McGovern Palmer 
              & Fognani, L.L.P.
 23.1(A)      Consent of Arthur Andersen LLP, Independent Public Accountants.
 23.1(B)      Consent of Deloitte & Touche LLP, Independent Auditor.
 23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in 
              Exhibit 5.
 24.0         Power of Attorney. Reference is made to page II-4 of this 
              Registration Statement.
 99.1         QuadraMed Corporation 1996 Stock Incentive Plan.
 99.2*        Form of Notice of Grant of Stock Option.
 99.3*        Form of Stock Option Agreement.
 99.4*        Form of Addendum to Stock Option Agreement (Limited Stock 
              Appreciation Right).
 99.5*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Change in Control).
 99.6*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.7*        Form of Notice of Grant of Automatic Stock Option (Initial Grant).
 99.8*        Form of Notice of Grant of Automatic Stock Option (Annual Grant).
 99.9*        Form of Automatic Stock Option Agreement.
 99.10*       Form of Stock Issuance Agreement.
 99.11*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Change in Control).
 99.12*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.13        Cabot Marsh Corporation 1997 Incentive Stock Option Plan.
 99.14        Form of Grant of Incentive Stock Option (Cabot Marsh 1997 Plan).
 99.15        Pyramid Health Group, Inc. 1997 Employee and Consultant Stock 
              Option Plan.
 99.16        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Group 1997 Plan).
 99.17        Pyramid Health Solutions, Inc. 1996 Employee and Consultant 
              Stock Option Plan.
 99.18        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Solutions 1996 Plan).
 99.19        Hospital Correspondence Corporation 1995 Stock Option Plan.
 99.20        Hospital Correspondence Corporation 1996 Employee and 
              Consultant Stock Option Plan.
 99.21        Form of Acknowledgement by Optionee and stock option terms 
              (Hospital Correspondence 1995 and 1996 Plans).
 99.22        CodeMaster Corporation 1998 Executive Stock Option Plan.
 99.23        Form of Exercise Notice (CodeMaster 1998 Plan).
 99.24        Form of Stock Buy-Back Agreement (CodeMaster 1998 Plan)
 99.25        IMN LLC 1995 Class C Unit Option Plan.
 99.26        Form of Unit Option Agreement (IMN 1995 Plan).
 99.27        The Compucare Company 1997 Stock Compensation Plan.
 99.28        Form of Incentive Stock Option Agreement (the Compucare 
              Company 1997 Stock Compensation Plan).
 99.29        Form of Written Compensation Agreement.
 99.30        Form of Notice of Grant of Stock Option (Pursuant to Written
              Compensation Agreement).
</TABLE>


<PAGE>   10

<TABLE>
<CAPTION>
Number        Exhibit
------        -------
<S>           <C>
 99.31        Form of Stock Option Agreement (Pursuant to Written 
              Compensation Agreement).
 99.32        Form of Stock Option Assumption Agreement.
</TABLE>

     * Exhibits 99.2 through 99.12 are incorporated herein by reference to
Exhibits 99.2 through 99.12, respectively, to Registrant's Registration
Statement No. 333-16385 on Form S-8, filed with the Commission on November 15,
1996.
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1

   As filed with the Securities and Exchange Commission on April 8, 1999
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                 ---------------

                              QUADRAMED CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                       68-0316252
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)
1003 WEST CUTTING BOULEVARD
                           RICHMOND, CALIFORNIA 94804
               (Address of principal executive offices) (Zip Code)

                 QUADRAMED CORPORATION 1996 STOCK INCENTIVE PLAN
            CABOT MARSH CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
    PYRAMID HEALTH GROUP, INC. 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
  PYRAMID HEALTH SOLUTIONS, INC. 1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
HOSPITAL CORRESPONDENCE CORPORATION 1995 STOCK OPTION PLAN AND 1996 EMPLOYEE AND
                          CONSULTANT STOCK OPTION PLAN
             CODEMASTER CORPORATION 1998 EXECUTIVE STOCK OPTION PLAN
                      IMN LLC 1995 CLASS C UNIT OPTION PLAN
               THE COMPUCARE COMPANY 1997 STOCK COMPENSATION PLAN
     SPECIAL OPTION GRANTS TO MESSRS. HURD, MEHTA, PATEL, DEVITT AND AHEARN
          AND TO MS. PAPPAS PURSUANT TO WRITTEN COMPENSATION AGREEMENTS

                                 ---------------

                                 JAMES D. DURHAM
                             CHIEF EXECUTIVE OFFICER
                              QUADRAMED CORPORATION
                           1003 WEST CUTTING BOULEVARD
                           RICHMOND, CALIFORNIA 94804
                                 (510) 620-2340
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================================
          Title of                          Amount           Proposed Maximum   Proposed Maximum      Amount of
        Securities to                       to be             Offering Price        Aggregate       Registration
        be Registered                    Registered(1)          per Share        Offering Price          Fee
----------------------------------------------------------------------------------------------------------------
QuadraMed Corporation
1996 Stock Incentive Plan

Common Stock, $0.01 par value          1,230,698 shares           $4.31(2)        $5,304,308(2)       $1,474.60

Cabot Marsh Corporation
1997 Incentive Stock Option Plan

Common Stock, $0.01 par value             14,775 shares          $22.81(3)       $337,017.75(3)          $93.69

Pyramid Health Group, Inc.
1997 Employee and Consultant 
Stock Option Plan

Common Stock, $0.01 par value             19,930 shares           $9.63(3)          $191,926(3)          $53.36

Pyramid Health Solutions, Inc.
1996 Employee and Consultant 
Stock Option Plan

Common Stock, $0.01 par value            137,680 shares           $6.60(3)          $908,688(3)         $252.62

Hospital Correspondence Corporation
1995 Stock Option Plan

Common Stock, $0.01 par value             31,461 shares           $3.76(3)       $118,293.36(3)          $32.89

Hospital Correspondence Corporation
1996 Employee and Consultant 
Stock Option Plan
2
Common Stock, $0.01 par value             56,495 shares           $8.30(3)       $468,908.50(3)          $130.36

CodeMaster Corporation
1998 Executive Stock Option Plan

Common Stock, $0.01 par value            110,544 shares           $8.34(3)       $927,966.78(3)          $256.30

IMN LLC
1995 Class C Unit Option Plan

Common Stock, $0.01 par value             77,500 shares          $25.81(3)        $2,000,275(3)          $556.08

The Compucare Company                     52,937 shares          $14.39(3)          $761,763             $211.77

1997 Stock Compensation Plan

Common Stock, $0.01 par value

Special Option Grants Pursuant
to Written Compensation Agreements

Common Stock, $0.01 par value

Mr. Hurd                                  50,000 shares          $23.44  (4)      $1,172,000(4)          $325.82
Mr. Mehta                                150,000 shares          $23.44  (4)      $3,516,000(4)          $977.45
Mr. Patel                                 40,000 shares          $23.44  (4)        $937,600(4)          $260.65 
Mr. DeVitt                                30,000 shares          $23.44  (4)        $703,200(4)          $195.49
Mr. Ahearn                               100,000 shares          $16.625(4)       $1,662,500(4)          $462.18
Ms. Pappas                                50,000 shares          $23.44  (4)      $1,172,000(4)          $325.82

                                                                          Aggregate Filing Fee:        $5,609.08
================================================================================================================
(1)  This Registration Statement shall also cover any additional shares of
     Common Stock which become issuable under the QuadraMed Corporation 1996
     Stock Incentive Plan, the Cabot Marsh Corporation 1997 Incentive Stock
     Option Plan, the Pyramid Health Group, Inc. 1997 Employee and Consultant
     Stock Option Plan, the Pyramid Health Solutions, Inc. 1996 Employee and
     Consultant Stock Option Plan, the Hospital Correspondence Corporation 1995
     Stock Option Plan and 1996 Employee and Consultant Stock Option Plan, the
     CodeMaster Corporation 1998 Executive Stock Option Plan, the IMN LLC 1995
     Class C Unit Option Plan, the Compucare Company 1997 Stock Compensation
     Plan, and the options granted to Messrs. Hurd, Mehta, Patel, DeVitt and
     Ahearn and to Ms. Pappas pursuant to Written Compensation Agreements (the
     "Individual Options") by reason of any stock dividend, stock split,
     recapitalization or other similar transaction effected without the
     Registrant's receipt of consideration which results in an increase in the
     number of the outstanding shares of Common Stock of QuadraMed Corporation.

(2)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended the ("1933 Act"), on the basis of the
     average of the high and low selling prices per share of Common Stock of
     QuadraMed Corporation on April 6, 1999, as reported by the Nasdaq National
     Market.

(3)  Calculated solely for purposes of this offering under Rule 457(h) of the
     Securities Act of 1933, as amended, on the basis of the weighted average
     exercise price of the outstanding options.

(4)  Calculated solely for purposes of this offering under Rule 457(h) of the
     1933 Act on the basis of the exercise price of each of the Individual
     Options.
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     QuadraMed Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998 filed with the SEC on March 31, 1999; and

     (b)  The Registrant's Registration Statement No. 00-021031 on Form 8-A
          filed with the SEC on July 17, 1996 pursuant to Section 12 of the
          Securities Exchange Act of 1934, as amended (the "1934 Act"), in which
          there is described the terms, rights and provisions applicable to the
          Registrant's outstanding Common Stock.

     All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item 4. Description of Securities

     Not Applicable.

Item 5. Interests of Named Experts and Counsel

     Not Applicable.

Item 6. Indemnification of Directors and Officers

     The Registrant's Certificate of Incorporation provides that its directors
will not be liable to the Registrant or its stockholders for monetary damages
for breaches of fiduciary duty to the fullest extent permitted by Delaware law.
This provision is intended to allow the Registrant's directors the benefit of
Delaware General Corporation Law, which provides that directors of Delaware
corporations may be relieved of monetary liability for breaches of their
fiduciary duty of care except under certain circumstances, including breach of
the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or known violation of law, or any transaction from which
the director derived an improper personal benefit.

     The Registrant will enter into separate indemnification agreements with
each of the directors and executive officers whereby the Registrant will agree,
among other things, to indemnify them against certain liabilities that may arise
by reason of their status or service as directors or executive officers to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.

Item 7. Exemption from Registration Claimed

     Not Applicable.

Item 8. Exhibits
4
Number        Exhibit
------        -------
4            Instruments Defining Rights of Stockholders. Reference is
              made to Registrant's Registration Statement No. 00-021031
              on Form 8-A, including the exhibits thereto, which is
              incorporated herein by reference pursuant to Item 3(b).
 5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
 5.2          Opinion and consent of Zevnik Horton Guibord McGovern Palmer 
              & Fognani, L.L.P.
 23.1(A)      Consent of Arthur Andersen LLP, Independent Public Accountants.
 23.1(B)      Consent of Deloitte & Touche LLP, Independent Auditor.
 23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in 
              Exhibit 5.
 24.0         Power of Attorney. Reference is made to page II-4 of this 
              Registration Statement.
 99.1         QuadraMed Corporation 1996 Stock Incentive Plan.
 99.2*        Form of Notice of Grant of Stock Option.
 99.3*        Form of Stock Option Agreement.
 99.4*        Form of Addendum to Stock Option Agreement (Limited Stock 
              Appreciation Right).
 99.5*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Change in Control).
 99.6*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.7*        Form of Notice of Grant of Automatic Stock Option (Initial Grant).
 99.8*        Form of Notice of Grant of Automatic Stock Option (Annual Grant).
 99.9*        Form of Automatic Stock Option Agreement.
 99.10*       Form of Stock Issuance Agreement.
 99.11*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Change in Control).
 99.12*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.13        Cabot Marsh Corporation 1997 Incentive Stock Option Plan.
 99.14        Form of Grant of Incentive Stock Option (Cabot Marsh 1997 Plan).
 99.15        Pyramid Health Group, Inc. 1997 Employee and Consultant Stock 
              Option Plan.
 99.16        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Group 1997 Plan).
 99.17        Pyramid Health Solutions, Inc. 1996 Employee and Consultant 
              Stock Option Plan.
 99.18        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Solutions 1996 Plan).
 99.19        Hospital Correspondence Corporation 1995 Stock Option Plan.
 99.20        Hospital Correspondence Corporation 1996 Employee and 
              Consultant Stock Option Plan.
 99.21        Form of Acknowledgement by Optionee and stock option terms 
              (Hospital Correspondence 1995 and 1996 Plans).
 99.22        CodeMaster Corporation 1998 Executive Stock Option Plan.
 99.23        Form of Exercise Notice (CodeMaster 1998 Plan).
 99.24        Form of Stock Buy-Back Agreement (CodeMaster 1998 Plan)
 99.25        IMN LLC 1995 Class C Unit Option Plan.
 99.26        Form of Unit Option Agreement (IMN 1995 Plan).
 99.27        The Compucare Company 1997 Stock Compensation Plan.
 99.28        Form of Incentive Stock Option Agreement (the Compucare 
              Company 1997 Stock Compensation Plan).
 99.29        Form of Written Compensation Agreement.
 99.30        Form of Notice of Grant of Stock Option (Pursuant to Written
              Compensation Agreement).
 99.31        Form of Stock Option Agreement (Pursuant to Written 
              Compensation Agreement).
 99.32        Form of Stock Option Assumption Agreement.
* Exhibits 99.2 through 99.12 are incorporated herein by reference to
Exhibits 99.2 through 99.12, respectively, to Registrant's Registration
Statement No. 333-16385 on Form S-8, filed with the Commission on November 15,
1996.

                                      II-2
5

Item 9. Undertakings

     A.   The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the QuadraMed
Corporation 1996 Stock Incentive Plan, the Cabot Marsh Corporation 1997
Incentive Stock Option Plan, the Pyramid Health Group, Inc. 1997 Employee and
Consultant Stock Option Plan, the Pyramid Health Solutions, Inc. 1996 Employee
and Consultant Stock Option Plan, the Hospital Correspondence Corporation 1995
Stock Option Plan or 1996 Employee and Consultant Stock Option Plan, the
CodeMaster Corporation 1998 Executive Stock Option Plan the IMN LLC 1995 Class C
Unit Option Plan, the Compucare Company 1997 Stock Compensation Plan or upon the
expiration of the Individual Options.

     B.   The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     C.   Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
6

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Richmond, State of California on this 8th day of
April, 1999.

                                           QUADRAMED CORPORATION

                                           By: /s/ JAMES D. DURHAM
                                              ---------------------------------
                                              James D. Durham
                                              Chairman of the Board, 
                                              and Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

     That the undersigned officers and directors of QuadraMed Corporation, a
Delaware corporation, do hereby constitute and appoint James D. Durham and Keith
M. Roberts, each one of them, the lawful attorneys-in-fact and agents with full
power and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both
pre-effective and post-effective, and supplements to this Registration
Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements
thereof, and each of the undersigned hereby ratifies and confirms that all said
attorneys and agents, or any one of them, shall do or cause to be done by virtue
hereof. This Power of Attorney may be signed in several counterparts.

     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature                          Title               Date
                    ---------                          -----               ----
/s/ James D. Durham               Chairman of the Board and            April 8, 1999
-------------------------------   Chief Executive Officer
James D. Durham                   (Principal Executive Officer)

/s/ Keith M. Roberts              General Counsel & Chief Financial    April 8, 1999
-------------------------------   Officer and Assistant Secretary 
Keith M. Roberts                  (Principal Financial Officer)

/s/ Bernie J. Murphy              Vice President, Finance and Chief    April 8, 1999
-------------------------------   Accounting Officer (Principal 
Bernie J. Murphy                  Accounting Officer)
II-4
7
Signature                          Title                        Date
           ---------                          -----                        ----
/s/ Albert L. Greene              Director                             April 8, 1999
-------------------------------
Albert L. Greene

/s/ Kenneth E. Jones              Director                             April 8, 1999
-------------------------------
Kenneth E. Jones

/s/ Thomas F. McNulty             Director                             April 8, 1999
-------------------------------
Thomas F. McNulty

/s/ Joan P. Neuscheler            Director                             April 8, 1999
-------------------------------
Joan P. Neuscheler

                                  Director                             April 8, 1999
-------------------------------
Cornelius T. Ryan
II-5
8

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              QUADRAMED CORPORATION
9

                                  EXHIBIT INDEX
Number        Exhibit
------        -------
4            Instruments Defining Rights of Stockholders. Reference is
              made to Registrant's Registration Statement No. 00-021031
              on Form 8-A, including the exhibits thereto, which is
              incorporated herein by reference pursuant to Item 3(b).
 5.1          Opinion and consent of Brobeck, Phleger & Harrison LLP.
 5.2          Opinion and consent of Zevnik Horton Guibord McGovern Palmer 
              & Fognani, L.L.P.
 23.1(A)      Consent of Arthur Andersen LLP, Independent Public Accountants.
 23.1(B)      Consent of Deloitte & Touche LLP, Independent Auditor.
 23.2         Consent of Brobeck, Phleger & Harrison LLP is contained in 
              Exhibit 5.
 24.0         Power of Attorney. Reference is made to page II-4 of this 
              Registration Statement.
 99.1         QuadraMed Corporation 1996 Stock Incentive Plan.
 99.2*        Form of Notice of Grant of Stock Option.
 99.3*        Form of Stock Option Agreement.
 99.4*        Form of Addendum to Stock Option Agreement (Limited Stock 
              Appreciation Right).
 99.5*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Change in Control).
 99.6*        Form of Addendum to Stock Option Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.7*        Form of Notice of Grant of Automatic Stock Option (Initial Grant).
 99.8*        Form of Notice of Grant of Automatic Stock Option (Annual Grant).
 99.9*        Form of Automatic Stock Option Agreement.
 99.10*       Form of Stock Issuance Agreement.
 99.11*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Change in Control).
 99.12*       Form of Addendum to Stock Issuance Agreement (Involuntary 
              Termination Following Corporate Transaction).
 99.13        Cabot Marsh Corporation 1997 Incentive Stock Option Plan.
 99.14        Form of Grant of Incentive Stock Option (Cabot Marsh 1997 Plan).
 99.15        Pyramid Health Group, Inc. 1997 Employee and Consultant Stock 
              Option Plan.
 99.16        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Group 1997 Plan).
 99.17        Pyramid Health Solutions, Inc. 1996 Employee and Consultant 
              Stock Option Plan.
 99.18        Form of Acknowledgement by Optionee and stock option terms 
              (Pyramid Health Solutions 1996 Plan).
 99.19        Hospital Correspondence Corporation 1995 Stock Option Plan.
 99.20        Hospital Correspondence Corporation 1996 Employee and 
              Consultant Stock Option Plan.
 99.21        Form of Acknowledgement by Optionee and stock option terms 
              (Hospital Correspondence 1995 and 1996 Plans).
 99.22        CodeMaster Corporation 1998 Executive Stock Option Plan.
 99.23        Form of Exercise Notice (CodeMaster 1998 Plan).
 99.24        Form of Stock Buy-Back Agreement (CodeMaster 1998 Plan)
 99.25        IMN LLC 1995 Class C Unit Option Plan.
 99.26        Form of Unit Option Agreement (IMN 1995 Plan).
 99.27        The Compucare Company 1997 Stock Compensation Plan.
 99.28        Form of Incentive Stock Option Agreement (the Compucare 
              Company 1997 Stock Compensation Plan).
 99.29        Form of Written Compensation Agreement.
 99.30        Form of Notice of Grant of Stock Option (Pursuant to Written
              Compensation Agreement).
10
Number        Exhibit
------        -------
99.31        Form of Stock Option Agreement (Pursuant to Written 
              Compensation Agreement).
 99.32        Form of Stock Option Assumption Agreement.
* Exhibits 99.2 through 99.12 are incorporated herein by reference to
Exhibits 99.2 through 99.12, respectively, to Registrant's Registration
Statement No. 333-16385 on Form S-8, filed with the Commission on November 15,
1996.