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): November 9, 1997

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


          Delaware                       0-27614               36-3338328
--------------------------------    ----------------       -------------------
(State or other jurisdiction of     (Commission File         (IRS Employer
 incorporation or organization)           Number)          Identification No.)

                          One Rotary Center, Suite 400
                            Evanston, Illinois 60201
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (847) 570-7500



     Item 1.  Changes in Control of  Registrant.  On November  9, 1997,  Medicus
Systems  Corporation  (the  "Company"),  and QuadraMed  Corporation,  a Delaware
corporation ("QuadraMed"),  entered into an Agreement and Plan of Reorganization
(the  "Merger  Agreement")  pursuant  to which the  Company  and a  wholly-owned
subsidiary  of QuadraMed to be formed for that  purpose  ("Merger  Sub") will be
combined  into a single entity  through the statutory  merger of Merger Sub with
and into the Company (the "Merger").  The Merger Agreement provides that Medicus
will be the surviving corporation and that upon consummation of the Merger, each
share of Company common stock will be converted into the right to receive either
(i) $7.50 in cash without interest (the "Cash Consideration"), (ii) .3125 shares
of common  stock,  par value $.01 per share,  of  QuadraMed  ("QuadraMed  Common
Stock"),  subject to certain price adjustments and limitations  contained in the
Merger  Agreement;  or (iii) a combination of Cash  Consideration  and QuadraMed
Common Stock.  In connection  with the Merger  Agreement,  QuadraMed has entered
into Stock Purchase Agreements with certain individual  stockholders  (including
certain directors of the Company) pursuant to which QuadraMed will acquire,  for
a  purchase  price of $7.50  per  share,  in  cash,  approximately  54.8% of the
Company s  outstanding common stock. Such stockholders have granted to QuadraMed
proxies to represent  and vote their shares,  and will also receive  warrants to
purchase a number of shares (the  "Warrant  Shares") of  QuadraMed  Common Stock
equal  to the  product  of (x)  the  number  of  Medicus  shares  sold  by  such
stockholders  multiplied  by (y)  .3125,  subject  to  certain  adjustments  and
limitations.  The exercise price of the Warrant Shares shall be $24.00 per share
(such  exercise  price  being the closing  price of  QuadraMed  common  stock on
Friday, November 7, 1997).  Consummation of the Merger is subject to a number of
conditions, including the approval of the stockholders of the Company. The Board
of Directors of the Company has  unanimously  approved the Merger and the Merger
Agreement.  A copy of the Merger  Agreement is filed herewith as Exhibit 2.1 and
is  incorporated  herein by this  reference.  Item 7.  Financial  Statements and
Exhibits. (c) Exhibits.


The  exhibits  to this  report  are listed in the  Exhibit  Index set forth
elsewhere herein. 

SIGNATURE


     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. MEDICUS SYSTEMS CORPORATION



By:
         /s/ Patrick C. Sommers
         ----------------------
         /s/ Patrick C. Sommers

         President and
         Chief Executive Officer
Dated:            November 9, 1997

MEDICUS SYSTEMS CORPORATION
Exhibit Index

 
         Exhibit
         Number            Description of Exhibit

         2.1      Agreement and Plan of Reorganization dated as of November 9, 
                  1997 by and among Medicus Systems Corporation and QuadraMed 
                  Corporation.
         2.2      Agreement dated November 9, 1997 by the Company to furnish 
                  supplementally copies of omitted schedules.
         99.1     Press Release dated November 10, 1997
[{"type": "8-K", "sequence": "1", "description": "8K FILING", "secsgml_size_bytes": 4417}]
{"company-data": {"conformed-name": "MEDICUS SYSTEMS CORP /DE/", "cik": "0001006361", "assigned-sic": "7373", "irs-number": "364056769", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27614", "film-number": "97713459"}, "business-address": {"street1": "ONE ROTARY CENTER", "street2": "SUITE 1111", "city": "EVANSTON", "state": "IL", "zip": "60201", "phone": "8475707500"}, "mail-address": {"street1": "ONE ROTARY CENTER", "street2": "SUITE 1111", "city": "EVANSTON", "state": "IL", "zip": "60201"}, "former-company": {"former-conformed-name": "MEDICUS SYSTEMS SOFTWARE INC", "date-changed": "19960125"}}
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): November 9, 1997

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

          Delaware                       0-27614               36-3338328
--------------------------------    ----------------       -------------------
(State or other jurisdiction of     (Commission File         (IRS Employer
 incorporation or organization)           Number)          Identification No.)

                          One Rotary Center, Suite 400
                            Evanston, Illinois 60201
              (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code:  (847) 570-7500

     Item 1.  Changes in Control of  Registrant.  On November  9, 1997,  Medicus
Systems  Corporation  (the  "Company"),  and QuadraMed  Corporation,  a Delaware
corporation ("QuadraMed"),  entered into an Agreement and Plan of Reorganization
(the  "Merger  Agreement")  pursuant  to which the  Company  and a  wholly-owned
subsidiary  of QuadraMed to be formed for that  purpose  ("Merger  Sub") will be
combined  into a single entity  through the statutory  merger of Merger Sub with
and into the Company (the "Merger").  The Merger Agreement provides that Medicus
will be the surviving corporation and that upon consummation of the Merger, each
share of Company common stock will be converted into the right to receive either
(i) $7.50 in cash without interest (the "Cash Consideration"), (ii) .3125 shares
of common  stock,  par value $.01 per share,  of  QuadraMed  ("QuadraMed  Common
Stock"),  subject to certain price adjustments and limitations  contained in the
Merger  Agreement;  or (iii) a combination of Cash  Consideration  and QuadraMed
Common Stock.  In connection  with the Merger  Agreement,  QuadraMed has entered
into Stock Purchase Agreements with certain individual  stockholders  (including
certain directors of the Company) pursuant to which QuadraMed will acquire,  for
a  purchase  price of $7.50  per  share,  in  cash,  approximately  54.8% of the
Company s  outstanding common stock. Such stockholders have granted to QuadraMed
proxies to represent  and vote their shares,  and will also receive  warrants to
purchase a number of shares (the  "Warrant  Shares") of  QuadraMed  Common Stock
equal  to the  product  of (x)  the  number  of  Medicus  shares  sold  by  such
stockholders  multiplied  by (y)  .3125,  subject  to  certain  adjustments  and
limitations.  The exercise price of the Warrant Shares shall be $24.00 per share
(such  exercise  price  being the closing  price of  QuadraMed  common  stock on
Friday, November 7, 1997).  Consummation of the Merger is subject to a number of
conditions, including the approval of the stockholders of the Company. The Board
of Directors of the Company has  unanimously  approved the Merger and the Merger
Agreement.  A copy of the Merger  Agreement is filed herewith as Exhibit 2.1 and
is  incorporated  herein by this  reference.  Item 7.  Financial  Statements and
Exhibits. (c) Exhibits.

The  exhibits  to this  report  are listed in the  Exhibit  Index set forth
elsewhere herein. 

SIGNATURE

     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. MEDICUS SYSTEMS CORPORATION

By:
         /s/ Patrick C. Sommers
         ----------------------
         /s/ Patrick C. Sommers

         President and
         Chief Executive Officer
Dated:            November 9, 1997

MEDICUS SYSTEMS CORPORATION
Exhibit Index

 
         Exhibit
         Number            Description of Exhibit

         2.1      Agreement and Plan of Reorganization dated as of November 9, 
                  1997 by and among Medicus Systems Corporation and QuadraMed 
                  Corporation.
         2.2      Agreement dated November 9, 1997 by the Company to furnish 
                  supplementally copies of omitted schedules.
         99.1     Press Release dated November 10, 1997