UNITED STATES
                         SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-K/A-1


     [X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                                       or

     [ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 1997

                           Commission File No. 0-27614

                           MEDICUS SYSTEMS CORPORATION

A Delaware Corporation                          IRS Employer Identification No.
                                                        36-4056769

                          One Rotary Center, Suite 1111
                            Evanston, Illinois 60201
                                 (847) 570-7500

           Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

           Securities Registered Pursuant to Section 12(g) of the Act:
                     Common Stock, par value $.01 per share
                                (Title of Class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Registration S-K is not contained herein,  and will not be contained,  to
the best of the  Registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

     As of August  21,  1997,  there  were  5,483,207  shares  of  common  stock
outstanding,  and the aggregate market value of the common stock (based upon the
August  21,  1997  closing  sale price on the Nasdaq  National  Market)  held by
non-affiliates was approximately $23,290,034.


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                           MEDICUS SYSTEMS CORPORATION


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


INDEX TO FINANCIAL STATEMENTS
                                                                          Page

Report of Independent Accountants                                          F-2

Balance Sheets at May 31, 1997 and 1996                                    F-3

Statements of Operations for the years 
    ended May 31, 1997, 1996 and 1995                                      F-4

Statements of Changes in Stockholders' Equity for
    the years ended May 31, 1997, 1996 and 1995                            F-5

Statements of Cash Flows for the years ended
    May 31, 1997, 1996 and 1995                                            F-7

Notes to Financial Statements                                              F-8

    All  supplemental  schedules  other than as set forth  above are  omitted as
inapplicable  or because the required  information  is included in the Financial
Statements or the Notes to Financial Statements.


<PAGE>


Exhibits:

     A list of Exhibits is set forth in the Exhibit Index,  which index precedes
such  exhibits  and  which is  incorporated  herein by this  reference  thereto.
Included  in the  exhibits  listed  therein  are the  following  exhibits  which
constitute management contracts or compensatory plans or arrangements:

   (i.)   1989 Stock Option Plan, as amended
  (ii.)   1991 Stock Option Plan
 (iii.)   1993 Stock Option Plan
  (iv.)   1993 Performance Stock Option Plan
   (v.)   Stock Purchase Plan, as amended
  (vi.)   Form of Indemnification Contract between Registrant
          and each officer and director
 (vii.)   Retirement Savings Plan
(viii.)   1994 Stock Option Plan
  (ix.)   1994 Directors' Stock Option Plan
   (x.)   1995 RCM Stock Option Plan
  (xi.)   1996 C.E.O. Stock Option Plan
 (xii.)   1996 C.E.O. Replacement Stock Option Plan
(xiii.)   1996 C.E.O. Special Stock Option Plan
 (xiv.)   1997 Employee Stock Option and Restricted Stock Plan
  (xv.)   Amendment to and Restatement of the 1989, 1991, 1993, 
          1993 Performance and 1994 Stock Option Plans
 (xvi.)   Stock Repurchase and Warrant Agreement between the Company and
          Richard C. Jelinek
(xvii.)   Stock Repurchase and Warrant Agreement between the Company and the 
          Boston Safe Deposit and Trust Company of California, or its
          successors, as trustee of the Richard C. Jelinek Charitable Remainder
          Unitrust dated August 3, 1993


Reports on Form 8-K:

     No  reports on Form 8-K were  filed  during the last  quarter of the fiscal
year ended May 31, 1997.



<PAGE>


                                  Exhibit Index
    Exhibit
    Number                                                               Page *

     2        Distribution  Agreement  between  the  Predecessor  Corporation 
              and the Registrant  (Incorporated by Reference to Exhibit 2(b) to
              the Predecessor Corporation's  Report on Form 8-K  (Commission 
              File No.  0-19393) dated March 1, 1996, as amended by 
              Form 8-K/A-1 filed on April 30, 1996).

     3 (a)    Restated  Certificate of Incorporation  (incorporated by reference
              to Exhibit 4(a) to Registration Statement number 333-3028).

       (b)    Bylaws (incorporated by reference to Exhibit 3(b) to the 
              Registrant's Registration Statement on Form 10 
              (Commission File No. 0-27614)).

    10 (b)    Agreement between the Registrant and Comshare, Inc. **

       (c)    1989 Stock Option Plan, as amended **

       (c)(1) 1991 Stock Option Plan ***

       (c)(2) 1993 Stock Option Plan ****

       (c)(3) 1993 Performance Stock Option Plan ****

       (c)(4) 1994 Stock Option Plan *****

       (c)(5) 1994  Directors' Stock Option Plan # 

       (c)(6) 1995 RCM Stock Option Plan ##

       (c)(7) 1996 C.E.O. Stock Option Plan ##

       (c)(8) 1996 C.E.O. Replacement Stock Option Plan ##

       (c)(9) 1996 C.E.O. Special Stock Option Plan ##

       (c)(10)1997 Employee   Stock  Option  and   Restricted   Stock  Plan
              (Incorporated  by Reference to Exhibit D to the Company's 
              Proxy Statement dated February 17, 1997 (Commission File 
              No. 0-27614))

       (c)(11)Amendment  to and  Restatement  of the 1989,  1991,  1993,  1993
              Performance  and 1994 Stock  Option Plans  (Incorporated  by 
              Reference to Exhibit C to the  Company's  Proxy  Statement  
              dated  February  17,  1997 (Commission File No. 0-27614))

       (e)(1) Stock  Repurchase  and Warrant  Agreement  between the Company and
              Richard  C.  Jelinek  (Incorporated  by  Reference  to Exhibit  E
              to the Company's Proxy Statement  dated February 17, 1997
              (Commission  File No. 0-27614))

       (e)(2) Stock Repurchase and Warrant Agreement between the Company and the
              Boston Safe Deposit and Trust Company of California,  or its 
              successors, as trustee of the Richard C. Jelinek Charitable 
              Remainder Unitrust dated August 3, 1993  (Incorporated  by 
              Reference to Exhibit E to the Company's Proxy Statement dated 
              February 17, 1997 (Commission File No. 0-27614))

       (f)    Stock Purchase Plan, as amended ##

       (g)    Form of Indemnification  Contract between Registrant and each
              officer and director **

       (h)    Retirement Savings Plan ****

       (i)    Lease of Evanston, IL office ##

       (j)    Lease of Alameda, CA office ##

       (k)    Lease of Cincinnati, OH office ***

       (l)    Lease of Chesterfield, MO office ##

       (m)    Loan and Security Agreement with Cole Taylor Bank ###

    23        Consent of Price Waterhouse ###

    27        Financial Data Schedule


<PAGE>


*       Indicated only on manually signed original of report.

**      Incorporated  by  reference  to the exhibit  with the same  designation
        filed as part of  Registration Statement No. 33-41253.

***     Incorporated by reference to the exhibit with the same designation filed
        as part of the Annual Report on Form 10-K of the Predecessor Corporation
        for the fiscal year ended May 31, 1992.

****    Incorporated by reference to the exhibit with the same designation filed
        as part of the Annual Report on Form 10-K of the Predecessor Corporation
        for the fiscal year ended May 31, 1993.

*****   Incorporated by reference to the exhibit with the same designation filed
        as part of the Annual Report on Form 10-K of the Predecessor Corporation
        for the fiscal year ended May 31, 1994.

#       Incorporated by reference to the exhibit with the same designation filed
        as part of the Annual Report on Form 10-K of the Predecessor Corporation
        for the fiscal year ended May 31, 1995.

##      Incorporated by reference to the exhibit with the same designation filed
        as part of the  Annual  Report  on Form 10-K of the  Registrant  for the
        fiscal year ended May 31, 1996.

###     Filed as part of the Annual  Report on Form 10-K of the  Registrant  for
        the  fiscal  year  ended May 31,  1997,  as  originally  filed on August
        28, 1997.


<PAGE>


                                   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                           MEDICUS SYSTEMS CORPORATION


                              By Patrick C. Sommers
                               Patrick C. Sommers
                      Chairman, Chief Executive Officer and
                                    President

Dated:  December 10, 1997