<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)

                           1998 CEO STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

       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    400,000 Shares       $4.00         $1,600,000           $445.80
----------------------------  -----------------  --------------  --------------  --------------------
</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  PLAN  PURSUANT TO RULE 416(A) OF THE
      SECURITIES ACT OF 1933.


<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, 1998; and

(b)   The  Registrant's  quarterly  reports on Form 10-Q for the quarters  ended
      August 31, 1998, November 30, 1998 and February 28, 1999; 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 Note and a warrant
to purchase 10,000 shares of Registrant's Common Stock.  The  note is  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. In addition, a Delaware
corporation is  authorized to purchase insurance on behalf of its  directors and
officers against liabilities whether or not in the circumstances the corporation
would  have the power to  indemnify against such liabilities under said  section
and company has purchased policies providing such coverage.

            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 which is incorporated here by reference.

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 June 8, 1999.

                                           MANAGED CARE SOLUTIONS, INC.

                                           By  /S/ Michael D. Hernandez
                                           ----------------------------
                                           Chairman 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/ MICHAEL D. HERNANDEZ           Chairman and                     June 8, 1999
------------------------           Chief Executive Officer
Michael D. Hernandez


/S/ RICHARD C. JELINEK             Vice Chairman and Director       June 8, 1999
----------------------
Richard C. Jelinek


/S/ RISA LAVIZZO-MOUREY            Director                         June 8, 1999
-----------------------
Risa Lavizzo-Mourey


/S/ JOHN LINGENFELTER, M.D.        Director                         June 8, 1999
---------------------------
John Lingenfelter, M.D.


                                   Director
---------------------------
Henry Kaldenbaugh, M.D.


/S/ WILLIAM G. BROWN               Secretary and Director           June 8, 1999
--------------------
William G. Brown


/S/ ROGERS K. COLEMAN              Director                         June 8, 1999
---------------------
Rogers K. Coleman


/S/ MICHAEL J. KENNEDY             Chief Financial Officer          June 8, 1999
----------------------             (Principal Financial and
Michael J. Kennedy                  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 PricewaterhouseCoopers LLP

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

24                None.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21404}]
{"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": "333-80345", "film-number": "99643450"}, "business-address": {"street1": "7600 N 16TH ST STE 150", "street2": "SUITE 300", "city": "PHOENIX", "state": "AZ", "zip": "85020", "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)

                           1998 CEO STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

       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    400,000 Shares       $4.00         $1,600,000           $445.80
----------------------------  -----------------  --------------  --------------  --------------------
(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  PLAN  PURSUANT TO RULE 416(A) OF THE
      SECURITIES ACT OF 1933.
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, 1998; and

(b)   The  Registrant's  quarterly  reports on Form 10-Q for the quarters  ended
      August 31, 1998, November 30, 1998 and February 28, 1999; 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 Note and a warrant
to purchase 10,000 shares of Registrant's Common Stock.  The  note is  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. In addition, a Delaware
corporation is  authorized to purchase insurance on behalf of its  directors and
officers against liabilities whether or not in the circumstances the corporation
would  have the power to  indemnify against such liabilities under said  section
and company has purchased policies providing such coverage.

            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 which is incorporated here by reference.

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 June 8, 1999.

                                           MANAGED CARE SOLUTIONS, INC.

                                           By  /S/ Michael D. Hernandez
                                           ----------------------------
                                           Chairman 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/ MICHAEL D. HERNANDEZ           Chairman and                     June 8, 1999
------------------------           Chief Executive Officer
Michael D. Hernandez

/S/ RICHARD C. JELINEK             Vice Chairman and Director       June 8, 1999
----------------------
Richard C. Jelinek

/S/ RISA LAVIZZO-MOUREY            Director                         June 8, 1999
-----------------------
Risa Lavizzo-Mourey

/S/ JOHN LINGENFELTER, M.D.        Director                         June 8, 1999
---------------------------
John Lingenfelter, M.D.

                                   Director
---------------------------
Henry Kaldenbaugh, M.D.

/S/ WILLIAM G. BROWN               Secretary and Director           June 8, 1999
--------------------
William G. Brown

/S/ ROGERS K. COLEMAN              Director                         June 8, 1999
---------------------
Rogers K. Coleman

/S/ MICHAEL J. KENNEDY             Chief Financial Officer          June 8, 1999
----------------------             (Principal Financial and
Michael J. Kennedy                  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 PricewaterhouseCoopers LLP

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

24                None.