<PAGE>  1

                                                      REGISTRATION NO. 333-
 ==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                       --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       --------------------------------
                          MANAGED CARE SOLUTIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                             36-3338328
      (STATE OR OTHER JURISDICTION                (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NO.)

                        7600 NORTH 16TH STREET, SUITE 150
                             PHOENIX, ARIZONA 85020
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                           1996 STOCK OPTION PLAN, AND
                1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (FULL TITLES OF THE PLANS)

      MANAGED CARE SOLUTIONS, INC.               BELL, BOYD & LLOYD
    7600 NORTH 16TH STREET, SUITE 150        THREE FIRST NATIONAL PLAZA
         PHOENIX, ARIZONA 85020                CHICAGO, ILLINOIS 60602
      ATTENTION: MICHAEL J. KENNEDY          ATTENTION: WILLIAM G. BROWN
             (602) 331-5100                        (312) 372-1121

          (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENTS FOR SERVICE)
                       --------------------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
------------------------------- --------------------- --------------------- --------------------- --------------------
<S><C>                           <C>                     <C>                   <C>                 <C>
                                                            Proposed              Proposed
                                                            Maximum               Maximum
           Title of                  Amount to           Offering Price          Aggregate             Amount of
 Securities to be Registered     be Registered (1)         Per Share           Offering Price      Registration Fee
------------------------------- --------------------- --------------------- --------------------- --------------------
Common Stock, $.01 par value     320,000 Shares (2)        $3.250 (3)           $1,040,000            $315.15 (3)
------------------------------- --------------------- --------------------- --------------------- --------------------

</TABLE>

(1)   THE  REGISTRATION  STATEMENT  ALSO  INCLUDES  AN  INDETERMINATE  NUMBER OF
      ADDITIONAL  SHARES THAT MAY BECOME  ISSUABLE  UNDER THE  ANTIDILUTION  AND
      OTHER  ADJUSTMENT  PROVISIONS  OF THE  RESPECTIVE  PLANS  PURSUANT TO RULE
      416(A) OF THE SECURITIES ACT OF 1933.
(2)   THIS  AMOUNT  INCLUDES  200,000  SHARES OF COMMON  STOCK  WHICH MAY BECOME
      SUBJECT TO OPTIONS UNDER THE 1996 STOCK OPTION PLAN AND 120,000  SHARES OF
      COMMON  STOCK  WHICH  MAY  BECOME   SUBJECT  TO  OPTIONS  UNDER  THE  1996
      NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
(3)   IN ACCORDANCE WITH RULE 457(H),  CALCULATED ON THE BASIS OF THE AVERAGE OF
      THE HIGH AND LOW SALE PRICES OF THE REGISTRANT'S COMMON STOCK AS QUOTED IN
      THE CONSOLIDATED  REPORTING SYSTEM OF THE NASDAQ NATIONAL MARKET ON MAY 7,
      1997, AS REPORTED BY THE WALL STREET JOURNAL (MIDWEST EDITION).
<PAGE>  2


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

Not required to be included herewith.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be included herewith.


                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

This registration statement on Form S-8 relates to the registration of shares of
common stock of Managed Care Solutions, Inc. (the "Registrant"),  $.01 par value
per share (the "Common Stock").

The Registrant  incorporates herein by reference the following documents in this
registration statement:

(a)   The  Registrant's  annual  report on Form 10-K for the year  ended May 31,
      1996,  as amended by the  Registrant's  report on Form  10-K/A-1  filed on
      September 30, 1996; and

(b)   The  Registrant's  quarterly  reports on Form 10-Q for the quarters  ended
      August 31, 1996, November 30, 1996 and February 28, 1997; and

(c)   The  description  of  the  Registrant's  Common  Stock  contained  in  the
      Registrant's   registration  statement  filed  under  Section  12  of  the
      Securities  Exchange Act of 1934,  including any amendment or report filed
      for the purpose of updating such description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a  post-effective  amendment  which  indicates  that all Common  Stock of the
Registrant  offered  has been sold or which  deregisters  all Common  Stock then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.  Any statement contained in any document incorporated or deemed to be
incorporated by reference in this  registration  statement 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 other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such statement. 
<PAGE> 3

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.

William G. Brown, a partner of Bell,  Boyd & Lloyd,  counsel for the Registrant,
is a director of the Registrant and owns 38,670 shares of its Common Stock.  The
William  Gardner Brown Trust,  of which Mr. Brown is a  beneficiary,  also holds
$300,000 in principal amount of the Registrant's  Convertible  Notes,  which are
currently convertible into 77,922 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145  of  the  Delaware  General   Corporation  Law  empowers   Delaware
corporations to indemnify any director or officer against  expenses,  judgments,
fines  and  settlements  actually  and  reasonably  incurred  by such  person in
connection  with any action,  suit or  proceeding,  if such  director or officer
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be  liable  for  negligence  in the  performance  of his or her  duty  to the
corporation,  unless the court  determines  that  despite  the  adjudication  of
liability  such person is fairly and  reasonably  entitled to indemnity for such
expense that the court shall deem proper.  Said section further provides that to
the extent  that any such person is  successful  on the merits or  otherwise  in
defense of any action such  director  or officer  shall be  indemnified  against
expenses actually and reasonably incurred by him or her.

            Article  EIGHTH of the  Registrant's  Certificate  of  Incorporation
provides as follows:

                  EIGHTH: (1) Each person who is or was a director or officer of
      the  Corporation  or a subsidiary of the  Corporation  and each person who
      serves  or served at the  request  of the  Corporation  as a  director  or
      officer of another corporation, partnership, joint venture, trust or other
      enterprise (and the heirs,  executors,  administrators  and estates of any
      such persons), shall be indemnified by the Corporation in accordance with,
      and to the fullest  extent  authorized  by, the  provisions of the General
      Corporation  Law of the State of  Delaware  as it may from time to time be
      amended. Each person who is or was an employee or agent of the Corporation
      or a  subsidiary  of the  Corporation,  and each  person who serves or has
      served  at the  request  of the  Corporation  as an  employee  or agent of
      another corporation, partnership, joint venture, trust or other enterprise
      (and the heirs,  executors,  administrators  and estates of such persons),
      may be similarly indemnified at the discretion of the Board of Directors.
<PAGE>  4

                  (2) No director shall be personally  liable to the Corporation
      or its  stockholders for monetary damages for any breach of fiduciary duty
      by such director as a director.  Notwithstanding the foregoing sentence, a
      director shall be liable to the extent  provided by applicable law (i) for
      breach  of the  director's  duty  of  loyalty  to the  Corporation  or its
      stockholders,  (ii)  for  acts or  omissions  not in good  faith  or which
      involve  intentional  misconduct  or a  knowing  violation  of law,  (iii)
      pursuant to Section 174 of the Delaware  General  Corporation Law, or (iv)
      for any transaction from which the director  derived an improper  personal
      benefit.

                  (3) No  amendment  to or repeal of this  Article  EIGHTH shall
      apply to or have any effect on the right to  indemnification  or liability
      or alleged  liability of any person who is or was a director or officer of
      the  Corporation  or a  subsidiary  of the  Corporation  or any person who
      serves or served at the request of the  Corporation as director or officer
      of  another  corporation,  partnership,  joint  venture,  trust  or  other
      enterprise  (or the heirs,  executors,  administrators  and estates of any
      such persons), for or with respect to any acts or omissions of such person
      occurring prior to such amendment.

            Article VII, Section 5, of Registrant's by-laws provides as follows:

            Section 5.  INDEMNIFICATION OF DIRECTORS,  OFFICERS AND OTHERS. Each
      person  who is or was a  director  or  officer  of  the  Corporation  or a
      subsidiary of the  Corporation and each person who serves or served at the
      request of the  Corporation  as a director or officer (or  equivalent)  of
      another corporation, partnership, joint venture, trust or other enterprise
      (and  the  heirs,  executors,  administrators  and  estates  of  any  such
      persons),  shall be indemnified by the Corporation in accordance with, and
      to the  fullest  extent  authorized  by,  the  provisions  of the  General
      Corporation  Law of the State of  Delaware  as it may from time to time be
      amended,  except as to any  action,  suit or  proceeding  brought by or on
      behalf  of the  director  or  officer  of the  Corporation  without  prior
      approval of the board of directors.  Each person who is or was an employee
      or agent of this Corporation,  and each person who serves or has served as
      an employee or agent of another corporation,  partnership,  joint venture,
      trust or other enterprise,  may be similarly indemnified at the discretion
      of the board of directors.  The indemnification provided by this section 5
      shall  not be  deemed  exclusive  of any  other  rights  to which a person
      seeking indemnification may be entitled under any by-law,  agreement, vote
      of stockholders or disinterested directors or otherwise, both as to action
      in his or her official capacity and as to action in another capacity while
      holding  such  office.  The  Corporation  shall have power to purchase and
      maintain  insurance  on behalf  of any  person  who is or was a  director,
      officer, employee or agent of the Corporation, or is or was serving at the
      request of the Corporation,  as a director,  officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise
      against any liability  asserted  against him or her and incurred by him or
      her in any such  capacity,  or  arising  out of his or her status as such,
      whether or not the  Corporation  would have the power to indemnify  him or
      her against  such  liability  under the  provisions  of this by-law or the
      Delaware Corporation Law.
<PAGE>  5

            The  Registrant  has entered into an  indemnification  contract with
each of its officers and directors that provides for the prompt  indemnification
of such  persons "to the fullest  extent  permitted  by law"  against  expenses,
judgments,  fines, penalties and settlements paid or incurred in connection with
investigating,  defending, being a witness in, or participating in (including on
appeal), any threatened, pending, or completed action, suit or proceeding or any
inquiry or  investigation  related to the fact that the  Indemnitee  is or was a
director, officer, employee, agent or fiduciary of the Registrant or was serving
in a similar  capacity at the  Registrant's  request with  another  corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise or
by reason of any act or omission by the  Indemnitee  in any such  capacity.  The
obligation of the  Registrant  to indemnify an Indemnitee  under the contract is
subject to the condition that the reviewing  party (a person or body  consisting
of a director or  directors  appointed  by the Board of  Directors  who is not a
party to the claim for which  indemnification  is being  sought)  shall not have
determined  that the Indemnitee  would not be permitted to be indemnified  under
applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The exhibits to this  registration  statement  which are required by Item 601 of
Regulation  S-K are listed in the Index to Exhibits set forth  elsewhere in this
registration statement.

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 Securities Act of 1933;

            (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;

            (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.

<PAGE>  6
            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration  statement is on Form S-3 or Form S-8, and
            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
            Securities  Exchange Act of 1934 that are  incorporated by reference
            in this registration statement.

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, 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.

      (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 offering.

(b)   The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
      determining  any liability under the Securities Act of 1933, each filing
      of the  Registrant's  annual report pursuant to Section 13(a) or Section
      15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
      each filing of an employee  benefit  plan's  annual  report  pursuant to
      Section  15(d)  of  the  Securities   Exchange  Act  of  1934)  that  is
      incorporated  by  reference  in 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)-(g)     Not applicable.

(h)   Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons of the  Registrant  pursuant  to the  foregoing  provisions,  or
      otherwise,  the  Registrant  has been advised that in the opinion of the
      Securities  and  Exchange  Commission  such  indemnification  is against
      public  policy  as  expressed  in the  Securities  Act of  1933  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  Securities Act of 1933
      and will be governed by the final adjudication of such issue.

(i)-(j)     Not applicable.

<PAGE>  7
                                   SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Phoenix, State of Arizona, on May 13, 1996.

                                       MANAGED CARE SOLUTIONS, INC.


                                       By /S/ JAMES A. BURNS
                                          --------------------------------------
                                                     James A. Burns
                                          President and Chief Executive Officer


            Pursuant to the  requirements  of the Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.



/S/ RICHARD C. JELINEK              Chairman and Director           May 13, 1997
---------------------------
Richard C. Jelinek


/S/ JAMES A. BURNS                  President, Vice Chairman,       May 13, 1997
---------------------------         Chief Executive Officer
James A. Burns                      and Director


                                    Director
---------------------------
Risa Lavizzo-Mourey


/S/ JOHN LINGENFELTER, M.D.         Director                        May 13, 1997
---------------------------
John Lingenfelter, M.D.


/S/ HENRY KALDENBAUGH, M.D.         Director                        May 13, 1997
---------------------------
Henry Kaldenbaugh, M.D.


/S/ WILLIAM G. BROWN                Secretary and Director          May 13, 1997
---------------------------
William G. Brown

<PAGE>  8


                                    Director
---------------------------
Walter J. McNerney


/S/ MICHAEL J. KENNEDY              Chief Financial                 May 13, 1997
---------------------------         Officer (Principal
Michael J. Kennedy                  Financial and
                                    Accounting Officer)


<PAGE>  9
                                INDEX TO EXHIBITS

            The following are filed as part of this registration statement.


Exhibit                                                     
Number             Description of Document
------             -----------------------                   

4(a)(1)            Conformed copy of Certificate of Incorporation of the
                   Registrant, as amended. (Incorporated by reference to Exhibit
                   4(a)(5) to the  registrant's Registration Statement Number 
                   333-04981 on Form S-8.)

4(b)(1)            Conformed copy of  Bylaws of the Registrant, as amended. 
                   (Incorporated by reference to Exhibit 4(a)(3) to the
                   registrant's Registration Statement Number 333-04981 on 
                   Form S-8.)

5                  Opinion of Bell, Boyd & Lloyd.                 

15                 None.

23(a)              Consent of Price Waterhouse LLP                

23(b)              Consent of Bell, Boyd & Lloyd                  
                   (included in Exhibit 5).

24                 None.

28                 Not applicable.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22483}]
{"company-data": {"conformed-name": "MANAGED CARE SOLUTIONS INC", "cik": "0000876625", "assigned-sic": "8741", "irs-number": "363338328", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27063", "film-number": "97604221"}, "business-address": {"street1": "2510 WEST DUNLAP AVE", "street2": "SUITE 300", "city": "PHOENIX", "state": "AZ", "zip": "85021", "phone": "6029435660"}, "mail-address": {"street1": "2510 WEST DUNLAP AVE", "street2": "SUITE 300", "city": "PHOENIX", "state": "AZ", "zip": "85021"}, "former-company": {"former-conformed-name": "MEDICUS SYSTEMS CORP /DE", "date-changed": "19930328"}}
1

                                                      REGISTRATION NO. 333-
 ==============================================================================
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                       --------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       --------------------------------
                          MANAGED CARE SOLUTIONS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                             36-3338328
      (STATE OR OTHER JURISDICTION                (I.R.S. EMPLOYER
    OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NO.)

                        7600 NORTH 16TH STREET, SUITE 150
                             PHOENIX, ARIZONA 85020
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                           1996 STOCK OPTION PLAN, AND
                1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                           (FULL TITLES OF THE PLANS)

      MANAGED CARE SOLUTIONS, INC.               BELL, BOYD & LLOYD
    7600 NORTH 16TH STREET, SUITE 150        THREE FIRST NATIONAL PLAZA
         PHOENIX, ARIZONA 85020                CHICAGO, ILLINOIS 60602
      ATTENTION: MICHAEL J. KENNEDY          ATTENTION: WILLIAM G. BROWN
             (602) 331-5100                        (312) 372-1121

          (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENTS FOR SERVICE)
                       --------------------------------
CALCULATION OF REGISTRATION FEE
------------------------------- --------------------- --------------------- --------------------- --------------------
Proposed              Proposed
                                                            Maximum               Maximum
           Title of                  Amount to           Offering Price          Aggregate             Amount of
 Securities to be Registered     be Registered (1)         Per Share           Offering Price      Registration Fee
------------------------------- --------------------- --------------------- --------------------- --------------------
Common Stock, $.01 par value     320,000 Shares (2)        $3.250 (3)           $1,040,000            $315.15 (3)
------------------------------- --------------------- --------------------- --------------------- --------------------
(1)   THE  REGISTRATION  STATEMENT  ALSO  INCLUDES  AN  INDETERMINATE  NUMBER OF
      ADDITIONAL  SHARES THAT MAY BECOME  ISSUABLE  UNDER THE  ANTIDILUTION  AND
      OTHER  ADJUSTMENT  PROVISIONS  OF THE  RESPECTIVE  PLANS  PURSUANT TO RULE
      416(A) OF THE SECURITIES ACT OF 1933.
(2)   THIS  AMOUNT  INCLUDES  200,000  SHARES OF COMMON  STOCK  WHICH MAY BECOME
      SUBJECT TO OPTIONS UNDER THE 1996 STOCK OPTION PLAN AND 120,000  SHARES OF
      COMMON  STOCK  WHICH  MAY  BECOME   SUBJECT  TO  OPTIONS  UNDER  THE  1996
      NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
(3)   IN ACCORDANCE WITH RULE 457(H),  CALCULATED ON THE BASIS OF THE AVERAGE OF
      THE HIGH AND LOW SALE PRICES OF THE REGISTRANT'S COMMON STOCK AS QUOTED IN
      THE CONSOLIDATED  REPORTING SYSTEM OF THE NASDAQ NATIONAL MARKET ON MAY 7,
      1997, AS REPORTED BY THE WALL STREET JOURNAL (MIDWEST EDITION).
2

                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

Not required to be included herewith.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not required to be included herewith.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

This registration statement on Form S-8 relates to the registration of shares of
common stock of Managed Care Solutions, Inc. (the "Registrant"),  $.01 par value
per share (the "Common Stock").

The Registrant  incorporates herein by reference the following documents in this
registration statement:

(a)   The  Registrant's  annual  report on Form 10-K for the year  ended May 31,
      1996,  as amended by the  Registrant's  report on Form  10-K/A-1  filed on
      September 30, 1996; and

(b)   The  Registrant's  quarterly  reports on Form 10-Q for the quarters  ended
      August 31, 1996, November 30, 1996 and February 28, 1997; and

(c)   The  description  of  the  Registrant's  Common  Stock  contained  in  the
      Registrant's   registration  statement  filed  under  Section  12  of  the
      Securities  Exchange Act of 1934,  including any amendment or report filed
      for the purpose of updating such description.

All documents  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, prior to the filing
of a  post-effective  amendment  which  indicates  that all Common  Stock of the
Registrant  offered  has been sold or which  deregisters  all Common  Stock then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be part  hereof  from the date of filing of such
documents.  Any statement contained in any document incorporated or deemed to be
incorporated by reference in this  registration  statement 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 other  subsequently  filed document
which also is or is deemed to be  incorporated  by reference  herein modifies or
supersedes such statement.
3

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.

William G. Brown, a partner of Bell,  Boyd & Lloyd,  counsel for the Registrant,
is a director of the Registrant and owns 38,670 shares of its Common Stock.  The
William  Gardner Brown Trust,  of which Mr. Brown is a  beneficiary,  also holds
$300,000 in principal amount of the Registrant's  Convertible  Notes,  which are
currently convertible into 77,922 shares of Common Stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145  of  the  Delaware  General   Corporation  Law  empowers   Delaware
corporations to indemnify any director or officer against  expenses,  judgments,
fines  and  settlements  actually  and  reasonably  incurred  by such  person in
connection  with any action,  suit or  proceeding,  if such  director or officer
acted in good faith and in a manner such person reasonably  believed to be in or
not opposed to the best  interests of the  corporation  and, with respect to any
criminal  action or  proceeding,  had no reasonable  cause to believe his or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be  liable  for  negligence  in the  performance  of his or her  duty  to the
corporation,  unless the court  determines  that  despite  the  adjudication  of
liability  such person is fairly and  reasonably  entitled to indemnity for such
expense that the court shall deem proper.  Said section further provides that to
the extent  that any such person is  successful  on the merits or  otherwise  in
defense of any action such  director  or officer  shall be  indemnified  against
expenses actually and reasonably incurred by him or her.

            Article  EIGHTH of the  Registrant's  Certificate  of  Incorporation
provides as follows:

                  EIGHTH: (1) Each person who is or was a director or officer of
      the  Corporation  or a subsidiary of the  Corporation  and each person who
      serves  or served at the  request  of the  Corporation  as a  director  or
      officer of another corporation, partnership, joint venture, trust or other
      enterprise (and the heirs,  executors,  administrators  and estates of any
      such persons), shall be indemnified by the Corporation in accordance with,
      and to the fullest  extent  authorized  by, the  provisions of the General
      Corporation  Law of the State of  Delaware  as it may from time to time be
      amended. Each person who is or was an employee or agent of the Corporation
      or a  subsidiary  of the  Corporation,  and each  person who serves or has
      served  at the  request  of the  Corporation  as an  employee  or agent of
      another corporation, partnership, joint venture, trust or other enterprise
      (and the heirs,  executors,  administrators  and estates of such persons),
      may be similarly indemnified at the discretion of the Board of Directors.
4

                  (2) No director shall be personally  liable to the Corporation
      or its  stockholders for monetary damages for any breach of fiduciary duty
      by such director as a director.  Notwithstanding the foregoing sentence, a
      director shall be liable to the extent  provided by applicable law (i) for
      breach  of the  director's  duty  of  loyalty  to the  Corporation  or its
      stockholders,  (ii)  for  acts or  omissions  not in good  faith  or which
      involve  intentional  misconduct  or a  knowing  violation  of law,  (iii)
      pursuant to Section 174 of the Delaware  General  Corporation Law, or (iv)
      for any transaction from which the director  derived an improper  personal
      benefit.

                  (3) No  amendment  to or repeal of this  Article  EIGHTH shall
      apply to or have any effect on the right to  indemnification  or liability
      or alleged  liability of any person who is or was a director or officer of
      the  Corporation  or a  subsidiary  of the  Corporation  or any person who
      serves or served at the request of the  Corporation as director or officer
      of  another  corporation,  partnership,  joint  venture,  trust  or  other
      enterprise  (or the heirs,  executors,  administrators  and estates of any
      such persons), for or with respect to any acts or omissions of such person
      occurring prior to such amendment.

            Article VII, Section 5, of Registrant's by-laws provides as follows:

            Section 5.  INDEMNIFICATION OF DIRECTORS,  OFFICERS AND OTHERS. Each
      person  who is or was a  director  or  officer  of  the  Corporation  or a
      subsidiary of the  Corporation and each person who serves or served at the
      request of the  Corporation  as a director or officer (or  equivalent)  of
      another corporation, partnership, joint venture, trust or other enterprise
      (and  the  heirs,  executors,  administrators  and  estates  of  any  such
      persons),  shall be indemnified by the Corporation in accordance with, and
      to the  fullest  extent  authorized  by,  the  provisions  of the  General
      Corporation  Law of the State of  Delaware  as it may from time to time be
      amended,  except as to any  action,  suit or  proceeding  brought by or on
      behalf  of the  director  or  officer  of the  Corporation  without  prior
      approval of the board of directors.  Each person who is or was an employee
      or agent of this Corporation,  and each person who serves or has served as
      an employee or agent of another corporation,  partnership,  joint venture,
      trust or other enterprise,  may be similarly indemnified at the discretion
      of the board of directors.  The indemnification provided by this section 5
      shall  not be  deemed  exclusive  of any  other  rights  to which a person
      seeking indemnification may be entitled under any by-law,  agreement, vote
      of stockholders or disinterested directors or otherwise, both as to action
      in his or her official capacity and as to action in another capacity while
      holding  such  office.  The  Corporation  shall have power to purchase and
      maintain  insurance  on behalf  of any  person  who is or was a  director,
      officer, employee or agent of the Corporation, or is or was serving at the
      request of the Corporation,  as a director,  officer, employee or agent of
      another corporation, partnership, joint venture, trust or other enterprise
      against any liability  asserted  against him or her and incurred by him or
      her in any such  capacity,  or  arising  out of his or her status as such,
      whether or not the  Corporation  would have the power to indemnify  him or
      her against  such  liability  under the  provisions  of this by-law or the
      Delaware Corporation Law.
5

            The  Registrant  has entered into an  indemnification  contract with
each of its officers and directors that provides for the prompt  indemnification
of such  persons "to the fullest  extent  permitted  by law"  against  expenses,
judgments,  fines, penalties and settlements paid or incurred in connection with
investigating,  defending, being a witness in, or participating in (including on
appeal), any threatened, pending, or completed action, suit or proceeding or any
inquiry or  investigation  related to the fact that the  Indemnitee  is or was a
director, officer, employee, agent or fiduciary of the Registrant or was serving
in a similar  capacity at the  Registrant's  request with  another  corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise or
by reason of any act or omission by the  Indemnitee  in any such  capacity.  The
obligation of the  Registrant  to indemnify an Indemnitee  under the contract is
subject to the condition that the reviewing  party (a person or body  consisting
of a director or  directors  appointed  by the Board of  Directors  who is not a
party to the claim for which  indemnification  is being  sought)  shall not have
determined  that the Indemnitee  would not be permitted to be indemnified  under
applicable law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The exhibits to this  registration  statement  which are required by Item 601 of
Regulation  S-K are listed in the Index to Exhibits set forth  elsewhere in this
registration statement.

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 Securities Act of 1933;

            (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;

            (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.
6
            PROVIDED,  HOWEVER,  that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the registration  statement is on Form S-3 or Form S-8, and
            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
            Securities  Exchange Act of 1934 that are  incorporated by reference
            in this registration statement.

      (2)   That,  for the  purpose  of  determining  any  liability  under  the
            Securities Act of 1933, 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.

      (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 offering.

(b)   The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
      determining  any liability under the Securities Act of 1933, each filing
      of the  Registrant's  annual report pursuant to Section 13(a) or Section
      15(d) of the  Securities  Exchange Act of 1934 (and,  where  applicable,
      each filing of an employee  benefit  plan's  annual  report  pursuant to
      Section  15(d)  of  the  Securities   Exchange  Act  of  1934)  that  is
      incorporated  by  reference  in 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)-(g)     Not applicable.

(h)   Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons of the  Registrant  pursuant  to the  foregoing  provisions,  or
      otherwise,  the  Registrant  has been advised that in the opinion of the
      Securities  and  Exchange  Commission  such  indemnification  is against
      public  policy  as  expressed  in the  Securities  Act of  1933  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  Securities Act of 1933
      and will be governed by the final adjudication of such issue.

(i)-(j)     Not applicable.
7
                                   SIGNATURES

            Pursuant to the  requirements  of the  Securities  Act of 1933,  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 Phoenix, State of Arizona, on May 13, 1996.

                                       MANAGED CARE SOLUTIONS, INC.

                                       By /S/ JAMES A. BURNS
                                          --------------------------------------
                                                     James A. Burns
                                          President and Chief Executive Officer

            Pursuant to the  requirements  of the Securities  Act of 1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

/S/ RICHARD C. JELINEK              Chairman and Director           May 13, 1997
---------------------------
Richard C. Jelinek

/S/ JAMES A. BURNS                  President, Vice Chairman,       May 13, 1997
---------------------------         Chief Executive Officer
James A. Burns                      and Director

                                    Director
---------------------------
Risa Lavizzo-Mourey

/S/ JOHN LINGENFELTER, M.D.         Director                        May 13, 1997
---------------------------
John Lingenfelter, M.D.

/S/ HENRY KALDENBAUGH, M.D.         Director                        May 13, 1997
---------------------------
Henry Kaldenbaugh, M.D.

/S/ WILLIAM G. BROWN                Secretary and Director          May 13, 1997
---------------------------
William G. Brown
8

                                    Director
---------------------------
Walter J. McNerney

/S/ MICHAEL J. KENNEDY              Chief Financial                 May 13, 1997
---------------------------         Officer (Principal
Michael J. Kennedy                  Financial and
                                    Accounting Officer)
9
                                INDEX TO EXHIBITS

            The following are filed as part of this registration statement.

Exhibit                                                     
Number             Description of Document
------             -----------------------                   

4(a)(1)            Conformed copy of Certificate of Incorporation of the
                   Registrant, as amended. (Incorporated by reference to Exhibit
                   4(a)(5) to the  registrant's Registration Statement Number 
                   333-04981 on Form S-8.)

4(b)(1)            Conformed copy of  Bylaws of the Registrant, as amended. 
                   (Incorporated by reference to Exhibit 4(a)(3) to the
                   registrant's Registration Statement Number 333-04981 on 
                   Form S-8.)

5                  Opinion of Bell, Boyd & Lloyd.                 

15                 None.

23(a)              Consent of Price Waterhouse LLP                

23(b)              Consent of Bell, Boyd & Lloyd                  
                   (included in Exhibit 5).

24                 None.

28                 Not applicable.