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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

Amendment No. 2



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(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the Fiscal Year Ended December 31, 2004



OR



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



For the Transition period from              to



Commission File Number: 0-21031



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QUADRAMED CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



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|                                                              |  |                                 
|------------------------------------------------------------- |  | --------------------------------
|DELAWARE                                                      |  | 52-1992861                      
|(State or Other Jurisdiction ofIncorporation or Organization) |  | (IRS EmployerIdentification No.)
|                                                              | 
|12110 SUNSET HILLS ROAD, SUITE 600 RESTON, VIRGINIA           |  | 20190                           
|(Address of Principal Executive Offices)                      |  | (Zip Code)                      



(703) 709-2300

(Registrants Telephone Number, Including Area Code)



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Securities
registered pursuant to Section 12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of Each Class                     |  | Name of Each Exchange on Which Registered
|Common Stock, $0.01 Par Value Per Share |  | American Stock Exchange                  



Securities
registered pursuant to Section 12(g) of the Act:



NONE



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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ̈No  x



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ̈No  x



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.    Yes  x    No ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation 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



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  x    No ̈



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act).    Yes ̈No  x



The aggregate market value of voting stock held by non-affiliates of the
Registrant as of June 30, 2004, the last business day of the Registrants most recently completed second quarter was approximately $75,627,757 (based upon the price quoted for shares of the Registrants common stock as reported on the
Over-the-Counter Bulletin Board on June 30, 2004). Shares of common stock held by each officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily a conclusive determination for other purposes.



On December 5, 2005, 41,688,861 shares of the Registrants common stock, $0.01 par value per share, were outstanding.



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EXPLANATORY NOTE



QuadraMed Corporation (the Company) filed its Annual Report for the year ended December 31, 2004 on Form 10-K
(the Annual Report) with the Securities and Exchange Commission (the SEC) on March 25, 2005, pursuant to Rule 12b-25 of the Securities Exchange Act of 1934 (the Exchange Act). When filing its Annual Report, the
Company relied upon the SECs Exemptive Order (Release No. 34-50754) (the Exemptive Order) providing for a 45-day extension for the filing of Managements Annual Report on Internal Control Over Financial Reporting and the
Attestation Report of the Registered Public Accounting Firm, as required by Item 308(a) and 308(b) of Regulation S-K. The Company filed Amendment No. 1 to its Annual Report on Form 10-K on April 29, 2005 (Amendment No. 1) to include
Managements Annual Report on Internal Control Over Financial Reporting and the Attestation Report of the Registered Public Accounting Firm, in accordance with the Exemptive Order.



This Amendment No. 2 to Annual Report on Form 10-K (Amendment No. 2) amends our Annual Report as follows:



| | (i) | Part II, Item 8 (Financial Statements and Supplementary Data): Amendment to incorporate certain conforming language within the Report of Independent Registered Public Accounting
Firm as a result of the amendments made to Managements Report on Internal Control Over Financial Reporting and Disclosure Controls and Procedures contained in Part II, Item 9A.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Part II, Item 9A (Controls and Procedures): Amendment of Item 9A to clarify Managements Report on Internal Control Over Financial Reporting and Disclosure Controls and
Procedures and to reflect the completion by the Companys management of its assessment of internal control over financial reporting; and
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | Exhibit Index: Amendment to include Exhibits 21.1, 23.3, 31.5, 31.6, 32.5, and 32.6. The list of the Companys subsidiaries in Exhibit 21.1 has been updated.
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



In connection with this Amendment No. 2 and
pursuant to the SEC rules promulgated under the Exchange Act, the Company is filing currently dated certifications under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. Except as described above, no other amendments are being made to
the Annual Report. This Amendment No. 2 does not reflect events occurring after the April 29, 2005 filing of Amendment No. 1, nor does it modify or update the disclosure contained in the Annual Report and Amendment No. 1 in any way other than as
required to reflect the amendments discussed above and reflected below.



PART II



Item 8. Financial Statements and Supplementary
Data



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To The Board of Directors and Stockholders

QuadraMed Corporation

Reston, Virginia



We were engaged to audit managements assessment, included in the accompanying
Managements Report on Internal Control over Financial Reporting, that QuadraMed Corporation did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effects of the material weaknesses
described below, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). QuadraMed Corporations management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting.



As of December 31, 2004, the Company was in the process of converting a significant portion of its financial records (principally revenue cycle related items) to a new
PeopleSoft financial software system. As this conversion process was not completed as of December 31, 2004, the Companys internal control surrounding the revenue cycle did not include all of the anticipated internal controls in place and the
Company was not able to complete its documentation of its internal control over financial reporting surrounding the revenue cycle as of that date. Accordingly, as of December 31, 2004, we were unable to apply all the procedures necessary in order
for us to form an opinion on managements assessment of internal control over financial reporting and an opinion on the effectiveness of the Companys internal control over financial reporting. A material weakness is a control deficiency,
or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been
identified and included in managements assessment. As of December 31, 2004, (1) the review and supervision of the data entry and contract activation process in connection with the data conversion in the revenue cycle was inadequate to detect
errors before contract activation; (2) the training of personnel in the contract data entry process was inadequate to ensure the accurate entry of data into the system; (3) the controls over access to the contract modules were inadequate to prevent
unauthorized access; (4) the use of manual processes to account for certain legacy revenue contracts significantly impaired managements ability to effectively review, monitor and investigate movements in customer account balances; (5) the
inability to perform a timely roll-forward of the deferred revenue balance between accounting periods significantly impaired managements ability to effectively control this account; and (6) the Companys accounting and finance departments
were not adequately staffed and supervised during the year-end closing process. The foregoing control deficiencies resulted in certain adjustments to the 2004 annual consolidated financial statements. Furthermore, each of these control deficiencies
results in more than a remote likelihood that a material misstatement to the Companys annual or interim financial statements will not be prevented or detected. Accordingly, management has determined that each of these control deficiencies
constitutes a material weakness. These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the Companys consolidated financial statements as of and for the year ended
December 31, 2004, and this report does not affect our report dated March 15, 2005 on those consolidated financial statements.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. A companys internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial
statements.



Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.



Since management
did not complete its documentation of the revenue cycle as of December 31, 2004 and we were unable to apply other procedures to satisfy ourselves as to the effectiveness of the companys internal control over financial reporting, the scope of
our work was not sufficient to enable us to express, and we do not express, an opinion either on managements assessment or on the effectiveness of the companys internal control over financial reporting.



We do not express an opinion or any other form of assurance on managements statements
regarding corrective actions taken by the Company after December 31, 2004.



We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of QuadraMed Corporation as of December 31, 2004 and 2003, and the related consolidated statements
of operations, stockholders equity and comprehensive income (loss), and cash flows for each of the three years in the period ended December 31, 2004 and our report dated March 15, 2005 expressed an unqualified opinion thereon.



BDO Seidman, LLP



Bethesda, Maryland

April 28, 2005



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PART II



Item 9A. Controls and Procedures



Managements Report on Internal Control over Financial Reporting and Disclosure Controls and Procedures



Our management, including our principal executive and principal financial
officers, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f), and 15d-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation
of the Companys management, including the principal executive officer and principal financial officer, the Company performed an evaluation and completed its assessment of its internal control over financial reporting as of December 31, 2004
based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.



A material weaknessis a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a
material misstatement of the annual or interim financial statements will not be prevented or detected. A significant deficiencyis a control deficiency, or combination of control deficiencies, that adversely affects a companys ability
to initiate, authorize, record, process, or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of a companys annual or
interim financial statements that is more than inconsequential will not be prevented or detected. A control deficiencyexists when the design or operation of a control does not allow management or employees, in the normal course of performing
their assigned functions, to prevent or detect misstatements on a timely basis.



Our management, including our principal executive and principal financial officers, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all error
and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.



Revenue Cycle



On October 1, 2004 the Company began the process of converting a significant portion of its financial records (principally revenue cycle related items)
from a legacy system called CDI, to various modules of our principal financial software, PeopleSoft. We expected that this conversion would be completed by December 31, 2004, but this did not occur. As a result, our system of internal
controls surrounding the revenue cycle did not include all the anticipated internal controls in place at year-end. However, subsequent to December 31, 2004, the Company was able to adequately document and test the Companys internal controls
that were in place as of December 31, 2004.



PeopleSoft is a
widely used and very powerful software system. While we encountered no significant difficulties in expanding the use of the various PeopleSoft modules, planning for the conversion was flawed in that our estimate of the time and resources required to
successfully complete the process was underestimated. In addition, the training of personnel in the contract data entry process was inadequate to ensure the accurate entry of data into the system.



As a result, management has concluded that the following control deficiencies
in our revenue cycle existed as of December 31, 2004:



| |  |  | The training of contract accounting staff and the review and supervision of the data entry and contract activation process in connection with the data conversion, including access
controls to the PeopleSoft contracts module, was inadequate to detect errors before contract activation.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Not all of the legacy contracts were converted completely into the new PeopleSoft module, resulting in the need to continue the use of manual processes, which significantly impairs
managements ability to effectively review, monitor and investigate movements in customer account balances. It also limits our ability to create meaningful deferred revenue roll-forward analysis on a timely basis.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company believes that, both individually and in the aggregate, these
control deficiencies constituted material weaknesses in our internal controls over financial reporting as of December 31, 2004, because they resulted in more than a remote likelihood that a material misstatement could occur in our annual or interim
financial statements and not be prevented or detected. In fact, these material weaknesses resulted in errors, which were not detected on a timely basis. None of these errors, however, resulted in any material adjustments to our financial statements.
Such adjustments were recorded by the Company prior to the finalization of the 2004 financial statements.



In addition to the material weaknesses described above, in connection with performing its audit of our financial results for 2003 (our prior fiscal year),
BDO Seidman, LLP (BDO) informed us that they noted a matter involving internal control that they considered to be a material weakness. The material weakness noted by BDO concerned the fact that the Company had not implemented procedures
to track movements in deferred revenue on an overall roll forward basis. As a result, it was difficult for



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management to continually monitor movements in the account. Analytical review was done at the end of each period but not on an overall roll forward basis.
While the Company has implemented procedures in the legacy systems to report movements in deferred revenue on an overall roll forward basis, the completion of this in the new system (PeopleSoft) was not in place as of December 31, 2004. Accordingly,
as of December 31, 2004, management believes that this control deficiency remained a material weakness.



Our current PeopleSoft implementation and conversion plan calls for all contract and customer data to be in PeopleSoft by the second quarter of 2005.
Although there can be no assurance, by that time we believe the above material weaknesses will be remediated and will no longer exist.



Closing Cycle



The aforementioned weaknesses in our revenue cycle also affected our closing cycle for the year ended December 31, 2004. The manual processes referred to
above were performed substantially by our accounting and finance staff, with some reliance on outside consultants, the same people who are involved in the normal closing cycle. As a result, our year-end close processes were affected in that less
time was available from our staff for normal closing and review procedures, and these procedures are an important component of our controls surrounding the closing process. This situation was exacerbated by the fact that we replaced our corporate
controller on January 11, 2005. We believe that these demands on the time of our staff and their overall workload resulted in inadequate staffing and supervision in our accounting and finance departments, which the Company believes constituted a
significant deficiency in our internal controls as of December 31, 2004, and, taken together with the material weaknesses relating to the revenues cycle discussed above, constitute an additional material weakness in our internal controls over
financial reporting as of December 31, 2004.



Subsequent to
December 31, 2004, we have taken steps to bolster the personnel involved in the closing cycle and have initiated what we believe to be improved processes and a better delineation of duties. While there can be no assurance in this regard, we expect
that these steps will eliminate this material weakness in 2005. Until that time, we will continue to rely on manual processes and require additional commitment of resources to the closing process to produce our financial records and reports.



As a result of the material weaknesses relating to our revenue
cycle and our closing cycle noted above, management has concluded that as of December 31, 2004, the Company did not maintain effective internal control over financial reporting.



BDO Seidman LLP, our independent registered public accounting firm, has disclaimed an opinion on managements
assessment of internal control over financial reporting. BDO has informed us that the disclaimer of an opinion resulted from our inability to complete our documentation of internal controls and procedures surrounding our new revenue recognition and
contract tracking systems in sufficient time to enable BDO to obtain sufficient contemporaneous evidence as of December 31, 2004 in order for BDO to adequately evaluate managements assessment of the operating effectiveness of internal control
over financial reporting. BDO has informed us further that these circumstances represented a limitation on the scope of BDOs audit of managements assessment of internal control over financial reporting. BDOs report is presented in
Part II, Item 8 of Amendment No. 1 to our Annual Report on Form 10-K, filed with the SEC on April 29, 2005.



Disclosure Controls and Procedures



We have established disclosure controls and procedures to ensure that material information relating to the Company is made known to the officers who certify the financial statements and to other members of senior
management and the Audit Committee of the Board of Directors. However, the material weaknesses in internal controls over financial reporting discussed above also led our management to conclude that the Companys disclosure controls and
procedures were not effective as of December 31, 2004, to ensure that certain financial information related to these matters required to be disclose in the Companys filings and submission to SEC under the Exchange Act are recorded, processed,
summarized and reported within the required time periods.



Changes in
Internal Control



As described above, beginning in
October 2004, the Company converted its contract management software from a legacy system, CDI, to the various modules of our principal financial software, PeopleSoft. While we had expected this process to have been completed by December 31, 2004,
we now expect that all contract data and new processes will be completed by the second quarter of 2005.



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PART IV



Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K



|(a) | The following documents are filed as a part of this Annual Report on Form 10-K:
|--- | -------------------------------------------------------------------------------



| | 1. | Financial Statements. Reference is made to the consolidated financial statements and notes incorporated herein begin on page F-1.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------



| | 2. | Financial Statement Schedule. Reference is made to Schedule IIValuation and Qualifying Accounts on page S-1.
| | -- | -------------------------------------------------------------------------------------------------------------



| | 3. | Exhibits. Reference is made to Item 15(c) of this Annual Report on Form 10-K.
| | -- | -----------------------------------------------------------------------------



|(b) | Reports filed on Form 8-K during the last quarter of the year covered by this Annual Report on Form 10-K:
|--- | ---------------------------------------------------------------------------------------------------------



| | 1. | Form 8-K, dated November 1, 2004, regarding the amendment of the Companys Bylaws to expand the Board of Directors to nine persons and the election of James E. Peebles to the
Board of Directors.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Form 8-K, dated November 1, 2004, press release on November 1, 2004, announcing that the Chief Executive Officer and Chief Operating Officer positions were to be consolidated and
that Michael S. Wilstead would step down from his Chief Operating Officer responsibilities effective December 31, 2004.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Form 8-K, dated November 3, 2004, press release on November 3, 2004, announcing earnings and other financial results for third quarter 2004.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Form 8-K, dated November 9, 2004, attaching transcript from investor conference call regarding third quarter 2004 financial status held on November 3, 2004.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | Form 8-K, dated November 12, 2004, press release on November 9, 2004, announcing the sale of Company securities under Rule 10b5-1 by Michael S. Wilstead and Dean A. Souleles.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Form 8-K, dated November 18, 2004, reporting receipt of a letter on November 15, 2004 from MedCath Incorporated to terminate its Master Software License and Services Agreement with
the Company.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Form 8-K, dated November 22, 2004, reporting service of a complaint filed against the Company on November 15, 2004 by MedCath Incorporated in Mecklenburg County, North Carolina
Superior Court for alleged material breach of contract.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 8. | Form 8-K, dated November 22, 2004, describing an all-company operations update conference call with employees held on November 19, 2004
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------



| | 9. | Form 8-K, dated December 10, 2004, announcing the Companys filing of a Motion to Dismiss and a Counterclaim on December 9, 2004 in the Mecklenburg County, North Carolina
Superior Court in the MedCath v. QuadraMedaction.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 10. | Form 8-K, dated December 15, 2004, announcing the permanent discontinuance of the Companys Financial Services Division on February 14, 2005.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------



| | 11. | Form 8-K, dated December 22, 2004, providing a letter to employees on the Companys policy of not making estimates of future operating results or providing financial guidance.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 12. | Form 8-K, dated December 28, 2004, reporting the Companys status of compliance with the requirements of Sarbanes-Oxley Section 404.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------



|(c) | The exhibits listed on the accompanying Exhibit Index or incorporated by reference are filed as part of this Annual Report on Form 10-K.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------

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QuadraMed, QuadraMed, Affinity, Quantim, Tempus, pcMAR, MPIspy, SmartMerge, TempusOne, TempusXpress,
nCoder+, WinCoder+, MEDREC Millennium, and SmartID, among others, are trademarks or registered trademarks of QuadraMed Corporation or its subsidiaries in the United States and other countries. All other brands, products, or service names are or may
be trademarks or service marks of, and are used to identify, products or services of their respective owners.



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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.



|                      |  |                       |  |                                                                                                             
|--------------------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------
|                      |  | QUADRAMED CORPORATION
|                      |  |                      
|Date: January 4, 2006 |  | By:                   |  | /S/ KEITH B. HAGEN                                                                                          
|                      |  |                       |  | Keith B. Hagen Chief Executive Officer (Principal Executive Officer)                                        
|                      |  |                      
|Date: January 4, 2006 |  | By:                   |  | /s/ DAVID L. PIAZZA                                                                                         
|                      |  |                       |  | David L. PiazzaExecutive Vice President, Chief Financial Officer(Principal Financial and Accounting Officer)



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.



|                                             |  |                                                                                                |  |                  
|-------------------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | -----------------
|/S/ KEITH B.
HAGENKeith B.
Hagen             |  | Chief Executive Officer(Principal Executive Officer), Director                                 |  | December 15, 2005
|                                             | 
|                                             |  |                                                                                               
|/s/ DAVID L. PIAZZADavid L. Piazza           |  | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |  | December 15, 2005
|                                             | 
|                                             |  |                                                                                               
|/S/ LAWRENCE P.
ENGLISHLawrence P.
English   |  | Chairman, Director                                                                             |  | December 15, 2005
|                                             | 
|                                             |  |                                                                                               
|/s/ ROBERT L. PEVENSTEINRobert L. Pevenstein |  | Director                                                                                       |  | December 15, 2005
|                                             | 
|                                             |  |                                                                                               
|/s/ JOSEPH L. FESHBACHJoseph L. Feshbach     |  | Director                                                                                       |  | December 15, 2005
|                                             | 
|                                             |  |                                                                                               
|/s/ ROBERT W. MILLERRobert W. Miller         |  | Director                                                                                       |  | December 15, 2005
|                                             | 
|                                             |  |                                                                                               
|/s/ JAMES E. PEEBLESJames E. Peebles         |  | Director                                                                                       |  | December 15, 2005
|                                             | 



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EXHIBIT INDEX



Certain of the following exhibits have been previously filed with the SEC and are incorporated herein by reference from the
document described in parentheses. Certain others are filed herewith.



|              |  |                                                                                                                                                                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                                                                           
|2.1           |  | Asset Purchase Agreement, by and among, QuadraMed Corporation, QuadraMed Operating Corporation, OAO Technology Solutions, Inc., and OAO Transaction, LLP, dated as of August 16, 2001. (Exhibit
2.3 to our Current Report on Form 8-K, as filed with the SEC on August 21, 2001.)                                             
|              | 
|2.2           |  | Agreement and Plan of Merger, dated as of June 30, 2004, by and among QuadraMed Corporation, Sawgrass, LLC, Tempus Software, Inc. and each of the shareholders of Tempus Software, Inc.
(Exhibit 2.1 to our Current Report on Form 8-K as filed with the SEC on July 15, 2004.)                                               
|              | 
|3.1           |  | Amended and Restated Bylaws of QuadraMed. (Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on November 1, 2004.)                                                                                                                                                                                             
|              | 
|3.2           |  | Third Amended and Restated Certificate of Incorporation of QuadraMed. (Exhibit 3.5 to our Quarterly Report Amended on Form 10-Q/A, as filed with the SEC on August 24, 1998.)                                                                                                                                                 
|              | 
|3.3           |  | Amendment to the Third Amended and Restated Certificate of Incorporation of QuadraMed. (Exhibit 3.3 to our Registration Statement on Form S-1, No. 333-112040 as filed January 21,
2004.)                                                                                                                                     
|              | 
|3.4           |  | Certificate of Designation, Powers, Preferences and Rights of the Series A Cumulative Mandatory Convertible Preferred Shares. (Exhibit 3.1 to our Current Report on Form 8-K as filed with the
SEC on June 17, 2004)                                                                                                          
|              | 
|4.1           |  | Reference is made to Exhibits 3.1, 3.2 and 3.3.                                                                                                                                                                                                                                                                               
|              | 
|4.2           |  | Form of Common Stock certificate. (Exhibit 4.2 to our Registration Statement on Form SB-2, No. 333-5l80-LA, as filed with the SEC on June 28, 1996, as amended by Amendment No. l, Amendment
No. 2 and Amendment No. 3 thereto, as filed with the SEC on July 26, 1996, September 9, 1996, and October 2, 1996, respectively.)
|              | 
|4.3           |  | Purchase Agreement, dated as of April 27, 1998, by and among QuadraMed Corporation and the Initial Purchasers named therein. (Exhibit 1.1 to our Registration Statement on Form S-3, No.
333-55775, as filed with the SEC on June 2, 1998, as amended by Amendment No. 1 thereto, as filed with the SEC on June 17, 1998.)    
|              | 
|4.4           |  | Securities Purchase Agreement, dated as of April 17, 2003, among QuadraMed Corporation and certain investors listed on the signature pages attached thereto. (Exhibit 4.1 to our Current Report
on Form 8-K filed with the SEC on April 30, 2003.)                                                                            
|              | 
|4.5           |  | Form of Note. (Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on April 30, 2003.)                                                                                                                                                                                                                           
|              | 
|4.6           |  | Warrant Agreement dated as of April 17, 2003, by and between QuadraMed Corporation and The Bank of New York, as warrant agent. (Exhibit 4.3 to our Current Report on Form 8-K filed with the
SEC on April 30, 2003.)                                                                                                          
|              | 
|4.7           |  | Indenture, dated as of April 17, 2003, between QuadraMed Corporation and the Bank of New York, as trustee. (Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on April 30,
2003.)                                                                                                                              
|              | 
|4.8           |  | Registration Rights Agreement, dated as of April 17, 2003, among QuadraMed, the investors listed on the signature pages thereto, and Philadelphia Brokerage Corporation. (Exhibit 4.5 to our
Current Report on Form 8-K filed with the SEC on April 30, 2003.)                                                                
|              | 
|4.9           |  | Security Agreement, dated as of April 17, 2003, made by QuadraMed Corporation in favor of The Bank of New York, as collateral agent. (Exhibit 4.6 to our Current Report on Form 8-K filed with
the SEC on April 30, 2003.)                                                                                                    



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|              |  |                                                                                                                                                                                                                                                                                                                                                                                            
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                                                                                                                                                        
|4.10          |  | Form of Warrant to Purchase Common Stock. (Exhibit 4.11 to our Registration Statement on Form SB-2, No. 333-5l80-LA, as filed with the SEC on June 28, 1996, as amended by Amendment No. l,
Amendment No. 2 and Amendment No. 3 thereto, as filed with the SEC on July 26, 1996, September 9, 1996, and October 2, 1996, respectively.)                                                    
|              | 
|4.11          |  | Subordinated Indenture, dated as of May 1, 1998, between QuadraMed and The Bank of New York. (Exhibit 4.6 to our Registration Statement on Form S-3, No. 333-55775, as filed with the SEC on
June 2, 1998, as amended by Amendment No. 1 thereto, as filed with the SEC on June 17, 1998.)                                                                                                 
|              | 
|4.12          |  | Officers Certificate delivered pursuant to Sections 2.3 and 11.5 of the Subordinated Indenture. (Exhibit 4.7 to our Registration Statement on Form S-3, No. 333-55775, as filed with the
SEC on June 2, 1998, as amended by Amendment No. 1 thereto, as filed with the SEC on June 17, 1998.)                                                                                             
|              | 
|4.13          |  | Registration Rights Agreement dated April 27, 1998, by and among QuadraMed and the Initial Purchasers named therein. (Exhibit 4.8 to our Registration Statement on Form S-3, No. 333-55775, as
filed with the SEC on June 2, 1998, as amended by Amendment No. 1 thereto, as filed with the SEC on June 17, 1998.)                                                                         
|              | 
|4.14          |  | Form of Global Debenture. (Exhibit 4.9 to our Registration Statement on Form S-3, No. 333-55775, as filed with the SEC on June 2, 1998, as amended by Amendment No. 1 thereto, as filed with
the SEC on June 17, 1998.)                                                                                                                                                                    
|              | 
|4.15          |  | Form of Certificated Debenture. (Exhibit 4.10 to our Registration Statement on Form S-3, No. 333-55775, as filed with the SEC on June 2, 1998, as amended by Amendment No. 1 thereto, as filed
with the SEC on June 17, 1998.)                                                                                                                                                             
|              | 
|4.16          |  | Registration Rights Agreement dated as of June 30, 2004, by and between QuadraMed and the shareholders identified on the signature pages thereto. (Exhibit 4.1 to our Current Report on Form
8-K as filed with the SEC on July 15, 2004.)                                                                                                                                                  
|              | 
|4.17          |  | Form of Preferred Stock certificate for the Series A Cumulative Mandatory Convertible Preferred Shares. (Exhibit 4.17 to our Pre-Effective Amendment No. 3 to our Registration Statement on
Form S-1, No. 333112040, as filed with the SEC on August 25, 2004.)                                                                                                                           
|              | 
|10.1          |  | 1996 Stock Incentive Plan of QuadraMed. (Exhibit 10.1 to our Registration Statement on Form SB-2, No. 333-5l80-LA, as filed with the SEC on June 28, 1996, as amended by Amendment No. l,
Amendment No. 2 and Amendment No. 3 thereto, as filed with the SEC on July 26, 1996, September 9, 1996, and October 2, 1996, respectively.)                                                      
|              | 
|10.2          |  | 1996 Employee Stock Purchase Plan of QuadraMed. (Exhibit 10.2 to our Registration Statement on Form SB-2, No. 333-5l80-LA, as filed with the SEC on June 28, 1996, as amended by Amendment No.
l, Amendment No. 2 and Amendment No. 3 thereto, as filed with the SEC on July 26, 1996, September 9, 1996, and October 2, 1996, respectively.)                                              
|              | 
|10.3          |  | Summary Plan Description, QuadraMed Corporation 401(k) Plan. (Exhibit 10.3 to our Registration Statement on Form SB-2, No. 333-5l80-LA, as filed with the SEC on June 28, 1996, as amended by
Amendment No. l, Amendment No. 2 and Amendment No. 3 thereto, as filed with the SEC on July 26, 1996, September 9, 1996, and October 2, 1996, respectively.)                                 
|              | 
|10.4          |  | Form of Indemnification Agreement between QuadraMed and its directors and executive officers. (Exhibit 10.4 to our Registration Statement on Form SB-2, No. 333-5l80-LA, as filed with the SEC
on June 28, 1996, as amended by Amendment No. l, Amendment No. 2 and Amendment No. 3 thereto, as filed with the SEC on July 26, 1996, September 9, 1996, and October 2, 1996, respectively.)
|              | 
|10.5          |  | 1999 Supplemental Stock Option Plan for QuadraMed. (Exhibit 10.5 to our annual report on Form 10-K, as filed with the SEC on March 30, 2000, as amended by May 1, 2000.)                                                                                                                                                                                                                   



---

|              |  |                                                                                                                                                                                                                                                 
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                             
|10.6          |  | 2004 Stock Compensation Plan of QuadraMed. (Exhibit 4.36 to our Registration Statement on Form S-8, No. 333-118581, as filed with the SEC on August 26, 2004.)                                                                                  
|              | 
|10.7          |  | Separation Agreement dated June 12, 2000, between James D. Durham and QuadraMed. (Exhibit 10.64 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, as filed with the SEC
on August 14, 2000.)                            
|              | 
|10.8          |  | Separation Agreement dated June 12, 2000, between John V. Cracchiolo and QuadraMed. (Exhibit 10.65 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, as filed with the
SEC on August 14, 2000.)                         
|              | 
|10.9          |  | Employment Agreement dated June 12, 2000, between Lawrence P. English and QuadraMed. (Exhibit 10.66 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, as filed with the
SEC on August 14, 2000.)                        
|              | 
|10.10         |  | Amendment of Employment Agreement dated September 20, 2001, between Lawrence P. English and QuadraMed. (Exhibit 10.5 to our Quarterly Report on Form 10-Q for the quarter ended September 30,
2001, as filed with the SEC on November 14, 2001.)
|              | 
|10.11         |  | Employment Agreement dated April 1, 1999, between Michael S. Wilstead and QuadraMed. (Exhibit 10.53 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, as filed with the
SEC on August 16, 1999.)                        
|              | 
|10.12         |  | Amendment of Employment Agreement dated September 20, 2001, between Michael S. Wilstead and QuadraMed. (Exhibit 10.9 to our Quarterly Report on form 10-Q for the quarter ended September 30,
2001, as filed with the SEC on November 14, 2001.)
|              | 
|10.13         |  | Employment Agreement dated August 16, 2000, between Dean Souleles and QuadraMed. (Exhibit 10.67 to our annual report on Form 10-K for the year ended December 31, 2000, as filed with the SEC
on April 2, 2001.)                                
|              | 
|10.14         |  | Amendment of Employment Agreement dated September 19, 2001, between Dean Souleles and QuadraMed. (Exhibit 10.7 to our Quarterly Report on form 10-Q for the quarter ended September 30, 2001,
as filed with the SEC on November 14, 2001.)      
|              | 
|10.15         |  | Second Amendment of Employment Agreement dated November 8, 2002, between Dean Souleles and QuadraMed. (Exhibit 10.14 to our Registration Statement on Form S-1, No. 333-112040 as filed January
21, 2004.)                                      
|              | 
|10.16         |  | Employment Agreement dated June 1, 2001, between Frank Pecaitis and QuadraMed. (Exhibit 10.16 to our Registration Statement on Form S-1, No. 333-112040 as filed January 21,
2004.)                                                             
|              | 
|10.17         |  | Lease dated November 19, 1998 for facilities located at 22 Pelican Way, San Rafael, California. (Exhibit 1.7 to our Annual Report on Form 10-K for the year ended December 31, 1999, as filed
with the SEC on March 30, 2000.)                  
|              | 
|10.18         |  | Lease dated November 26, 2001 for facilities located at 1050 Los Vallecitos Boulevard, San Marcos, California. (Exhibit 10.18 to our Registration Statement on Form S-1, No. 333-112040 as
filed January 21, 2004.)                             
|              | 
|10.19         |  | Lease dated June 15, 2001 for facilities located at 12110 Sunset Hills Road, Reston, Virginia. (Exhibit 10.19 to our Registration Statement on Form S-1, No. 333-112040 as filed January 21,
2004.)                                             
|              | 
|10.20         |  | Employment Agreement dated July 9, 2003, between John C. Wright and QuadraMed Corporation. (Exhibit 10.20 to our Annual Report on Form 10-K for the year ended December 31, 2003, as filed with
the SEC on March 22, 2004.)                     



---

|              |  |                                                                                                                                                                                                                                                     
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Description                                                                                                                                                                                                                                 
|10.21         |  | Inducement Stock Agreement dated July 9, 2003, by and between John C. Wright and QuadraMed Corporation. (Exhibit 10.21 to our Annual Report on Form 10-K for the year ended December 31, 2003,
as filed with the SEC on March 22, 2004.)            
|              | 
|10.22         |  | Restricted Stock Agreement dated July 9, 2003, by and between John C. Wright and QuadraMed Corporation. (Exhibit 10.22 to our Annual Report on Form 10-K for the year ended December 31, 2003,
as filed with the SEC on March 22, 2004.)            
|              | 
|10.23         |  | Amendment of Employment Agreement dated October 5, 2003, by and between Charles J. Stahl and QuadraMed Corporation. (Exhibit 10.23 to our Annual Report on Form 10-K for the year ended
December 31, 2003, as filed with the SEC on March 22, 2004.)
|              | 
|10.24         |  | Stock Issuance Agreement dated December 30, 2003, by and between Lawrence P. English and QuadraMed Corporation. (Exhibit 10.24 to our Annual Report on Form 10-K for the year ended December
31, 2003, as filed with the SEC on March 22, 2004.)    
|              | 
|10.25         |  | Stock Issuance Agreement dated December 30, 2003, by and between Michael S. Wilstead and QuadraMed Corporation. (Exhibit 10.25 to our Annual Report on Form 10-K for the year ended December
31, 2003, as filed with the SEC on March 22, 2004.)    
|              | 
|10.26         |  | Value Added Remarketing Agreement dated June 26, 1989, by and between InterSystems Corporation and the Compucare Company. (Exhibit 10.28 to our Registration Statement on Form S-1, No.
333-112040, as filed with the SEC on August 25, 2004.)      
|              | 
|10.27         |  | Amendment to VAR Agreement between QuadraMed Affinity Corporation and InterSystems Corporation. (Exhibit 10.29 to our Registration Statement on Form S-1, No. 333-112040, as filed with the SEC
on August 25, 2004.)                                
|              | 
|14.1          |  | QuadraMed Corporation Code of Ethics for Principal Executive Officers and Senior Financial Officers. (Exhibit 14.1 to our Annual Report on Form 10-K for the year ended December 31, 2003, as
filed with the SEC on March 22, 2004.)                
|              | 
|16.1          |  | Letter from PricewaterhouseCoopers LLP dated May 5, 2003 regarding a change in certifying accountant. (Exhibit 16.1 to our Current Report on Form 8-K, as filed with the SEC on May 5,
2003.)                                                       
|              | 
|21.1         |  | QuadraMed Corporation subsidiaries.                                                                                                                                                                                                                 
|              | 
|23.1**        |  | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                         
|              | 
|23.2*         |  | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                         
|              | 
|23.3         |  | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                         
|              | 
|31.1**        |  | Section 302 CertificationCEO                                                                                                                                                                                                                       
|              | 
|31.2**        |  | Section 302 CertificationCFO                                                                                                                                                                                                                       
|              | 
|31.3*         |  | Section 302 CertificationCEO                                                                                                                                                                                                                       
|              | 
|31.4*         |  | Section 302 CertificationCFO                                                                                                                                                                                                                       
|              | 
|31.5         |  | Section 302 CertificationCEO                                                                                                                                                                                                                       
|              | 
|31.6         |  | Section 302 CertificationCFO                                                                                                                                                                                                                       
|              | 
|32.1**        |  | Section 906 CertificationCEO                                                                                                                                                                                                                       



---

|              |  |                              
|------------- |  | -----------------------------
|ExhibitNumber |  | Exhibit Description          
|32.2**        |  | Section 906 CertificationCFO
|              | 
|32.3*         |  | Section 906 CertificationCEO
|              | 
|32.4*         |  | Section 906 CertificationCFO
|              | 
|32.5         |  | Section 906 CertificationCEO
|              | 
|32.6         |  | Section 906 CertificationCFO

---

| | Filed herewith.
|- | ---------------

|* | Filed with the Companys Amended Annual Report for the year ended December 31, 2004 on Form 10-K/A, as filed with the SEC on April 29, 2005.
|- | --------------------------------------------------------------------------------------------------------------------------------------------

|** | Filed with the Companys original Annual Report for the year ended December 31, 2004 on Form 10-K, as filed with the SEC on March 25, 2005.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------