<PAGE>   1
                       SECURITIES AND 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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       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

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

            DELAWARE                                         52-1992861
 (State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

           1003 W. CUTTING BLVD., SUITE 2, RICHMOND, CALIFORNIA, 94804
          (Address of Principal Executive Offices, including Zip Code)

        Registrant's telephone number, including area code: (510)620-2340

        Securities registered pursuant to Section 12(b) of the Act: None

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

                     COMMON STOCK, $0.01 PAR VALUE 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 report), 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 the Form 10-K. [ ]

   The aggregate market value of voting stock held by non-affiliates of the
Registrant, as of March 31, 1999 was approximately $101,000,000 (based upon the
closing price for shares of the Registrant's Common Stock as reported by the
Nasdaq National Market for the last trading date prior to that date). 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 March 5, 1999, approximately 20,090,205 shares of the Registrant's Common
Stock, $0.01 par value per share, were outstanding.



                                       1
<PAGE>   2

                                 AMENDMENT NO. 1

        The undersigned Registrant hereby amends Items 10, 11, 12, 13 and 14 of
its Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and
files such amended Items herewith.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

        The following sets forth certain information concerning the Company's
directors and executive officers, as of March 31, 1999:


<TABLE>
<CAPTION>
     NAME                 AGE                                POSITION
     ----                 ---                                --------
<S>                       <C>   <C>
James D. Durham            52   Chairman of the Board and Chief Executive Officer
John V. Cracchiolo         42   President and Chief Operating Officer
Patrick Ahearn             45   Executive Vice President and President, Business Office Group
Andrew J. Hurd             35   Executive Vice President and President, Health Information Management Group
Keith M. Roberts           34   Executive Vice President, Chief Financial Officer, General Counsel
                                and Assistant Secretary
Bernie J. Murphy           33   Vice President, Finance and Chief Accounting Officer
Albert L. Greene           49   Director
Kenneth E. Jones(2)        52   Director
Joan P. Neuscheler(1)(2)   38   Director
Thomas F. McNulty(1)       60   Director
Cornelius T. Ryan(2)       67   Director
</TABLE>

(1)  Member of the Audit Committee
(2)  Member of the Compensation Committee


BACKGROUND

        James D. Durham serves as the Company's Chairman of the Board and Chief
Executive Officer. Mr. Durham founded the Company in September 1993 when he
became its President and Chief Executive Officer and a director. In May 1996,
Mr. Durham became Chairman of the Board. From November 1992 to December 1993,
Mr. Durham served as the Chief Executive Officer of Trim Healthcare Systems,
Inc., a reimbursement consulting services company. From April 1992 to April
1993, Mr. Durham served as Chief Executive Officer of Care Partners, Inc., an
accounts receivable processing and funding company cofounded by Mr. Durham. From
February 1986 until its acquisition by Ameritech in February 1992, Mr. Durham
served as President and Chief Executive Officer of Knowledge Data Systems, Inc.,
a health care information systems company. Mr. Durham holds a B.S. with honors
in


                                       2
<PAGE>   3


Industrial Engineering from the University of Florida and an M.B.A. with an
emphasis in Finance from the University of California, Los Angeles and is a
Certified Public Accountant.

        John V. Cracchiolo serves as the Company's President and Chief Operating
Officer. Mr. Cracchiolo joined the Company in May 1995 as its Executive Vice
President, Chief Financial Officer and Secretary. In May, 1998, he was
promoted to President and Chief Operating Officer. Prior to joining the Company,
Mr. Cracchiolo worked for PSICOR, Inc., a health care services company, serving
as its Chief Financial Officer from February 1993 to May 1995, and its corporate
Controller from May 1989 to February 1993. Previously, Mr. Cracchiolo worked in
various management positions for software, hardware, defense contractor and
personnel and professional services organizations within health care and other
industries. Mr. Cracchiolo holds a B.S. in Business Administration from
California State University, Long Beach and is a Certified Public Accountant.

        Patrick Ahearn, President of the Company's Business Management Group,
joined the Company in October 1998. Before joining the Company, Mr. Ahearn was
Chief Financial and Chief Information Officer at the Medical Center at
Princeton, New Jersey, a non-profit teaching integrated delivery network. In
addition to his financial and information system responsibilities, he was
involved in the development of the Medical Center's Physician Hospital
Organization (PHO), Medical Services Organization (MSO), its real estate company
and its for-profit ventures. Prior to his experience at Princeton, Mr. Ahearn
worked in New York City for a CPA firm, Pannell Kerr Forster. His experience was
almost exclusively in the healthcare arena and included both the audit and
consulting aspects of the practice. Mr. Ahearn received a Bachelors of Business
Administration from Iona College, New York.

        Andrew D. Hurd serves as President of the Company's Health Information
Management Group. Mr. Hurd joined the Company in January 1998 as Executive Vice
President, Business Development. In January, 1999, he was promoted to
President of the Health Information Management Group. From November 1995 to
January 1998, Mr. Hurd was Vice President, Health Care Financial Services at
National Data Corporation, an EDI company. From 1988 to November 1995, Mr. Hurd
was the Vice President and General Manager of Amsco International. Mr. Hurd
holds a B.A in Marketing and a B.S in Business Administration from Northern
Arizona University.

        Keith M. Roberts serves as the Company's Executive Vice President, Chief
Financial Officer, General Counsel and Assistant Secretary. Mr. Roberts joined
the Company in March 1997 as Vice President and General Counsel and became
Executive Vice President, General Counsel and Assistant Secretary in February
1998. From May 1995 to March 1997, Mr. Roberts was an associate of Brobeck,
Phleger & Harrison LLP, a private law firm. From September 1992 to May 1995, Mr.
Roberts was an associate of Hale & Dorr, a private law firm. Mr. Roberts holds a
J.D. from Stanford Law School and a B.A. in Economics and Philosophy from the
University of Rochester.

        Bernie J. Murphy serves as the Company's Vice President, Finance and
Chief Accounting Officer. Mr. Murphy joined the Company in June 1996 as
Corporate Controller. In February 1998, Mr. Murphy became the Company's Vice
President, Finance and Chief Accounting Officer. From July 1988 to June 1996,
Mr. Murphy worked at Arthur Andersen LLP, where he served as a manager in the
audit practice for the last three years of employment with that firm. Mr. Murphy
holds a B.S. in Business Administration from the University of San Francisco and
is a Certified Public Accountant.

        Albert L. Greene has been a director of the Company since May 1997. 
Mr. Greene is currently the President and Chief Executive Officer of 
HealthCentral.com, an online consumer health information service. Previously, 
Mr. Greene was the Chief Executive Officer of Sutter Health East Bay, a 
health care delivery system and the parent company of Alta Bates Health System,
from June 1996 until September 1998. From May 1990 until March 1998, Mr. Greene
served as the President and Chief Executive Officer of Alta Bates Medical
Center, a 527-bed acute care hospital located in Berkeley, California. From
January 1996 until March 1998, Mr. Greene also served as the President and Chief
Executive Officer of Alta Bates Health System, the parent company of Alta Bates
Medical Center. Mr. Greene has served as an executive in hospital administration
since 1979, most recently as the President of Sinai Samaritan Medical Center in
Milwaukee, Wisconsin from 1988 to 1990. Mr. Greene received a masters of
hospital administration at the University of Michigan, and is presently a
diplomat of the American College of Healthcare Executives and a member of the
American Hospital Association. Mr. Greene is also chair-elect of the California
Healthcare Association, a member of the board of directors of Acuson
Corporation, a manufacturer and provider of medical diagnostic ultrasound
systems, and a member of the board of directors of several other privately held
hospitals and hospital associations.

        Kenneth E. Jones has been a director of the Company since May 1997. Mr.
Jones has been the Chairman of the Board and Chief Executive Officer of Globe
Wireless, a provider of marine communications services, since 1990. Mr. Jones
has also held various senior management positions with other companies,
including President and Chief Executive Officer of Ditech Corporation, a
telecommunications company, President and Chief Executive Officer of Automated
Call Processing Corporation, a



                                       3
<PAGE>   4
telecommunications company, President and Chief Executive Officer of ClausenKoch
Company, a producer of canned meat products and Vice President and Chief
Financial Officer of Hills Bros. Coffee, Inc., a producer of coffee. Mr. Jones
holds a B.S. in Chemical Engineering from the University of Nebraska and an
M.B.A. from Harvard University.

        Joan P. Neuscheler has been a director of the Company since March 1994.
Ms. Neuscheler has been a general partner of Tullis-Dickerson Partners, a
venture capital firm, since September 1992, and the President and Chief
Financial Officer of Tullis-Dickerson & Co., Inc. since April 1989.
Tullis-Dickerson Partners is the general partner of Tullis-Dickerson Capital
Focus, L.P. Ms. Neuscheler is also a director of several privately held
companies.

        Thomas F. McNulty has been a director of the Company since October 1994.
Mr. McNulty has served as Senior Vice President, Chief Financial Officer and
Treasurer of Henry Ford Health Systems, an integrated delivery system, since
1983. Mr. McNulty is also a director of several privately held companies and
charitable organizations. Mr. McNulty holds a B.A. in management from DePaul
University.

        Cornelius T. Ryan has been a director of the Company since March 1995.
Mr. Ryan has been a general partner of Oxford Partners since 1981 and of OBP
Management L.P., and OBP Management (Bermuda) Limited Partnership since 1992.
OBP Management L.P. and OBP Management (Bermuda) Limited Partnership are the
general partners of Oxford Bioscience Partners L.P. and Oxford Bioscience
Partners (Bermuda) Limited Partnership, respectively. Mr. Ryan is also a
director of several privately held companies. Mr. Ryan holds a Bachelor of
Commerce in Economics from the University of Ottawa, and an M.B.A. from the
University of Pennsylvania.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers, and persons who own
more than ten percent of a registered class of the Company's equity securities
(collectively, "Insiders"), to file with the Securities and Exchange Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and other equity securities of the Company. Officers, directors and greater than
ten percent stockholders are required by Securities and Exchange Commission
regulation to furnish the Company with copies of all Section 16(a) reports they
file. Based solely on its review of the copies of such forms received by it, or
written representation from certain reporting persons that no Form 5s were
required for those persons, the Company believes that all reporting requirements
under Section 16(a) for the fiscal year ended December 31, 1998 were met in a
timely manner by its directors, executive officers, and greater than ten percent
beneficial owners except that (i) each of Messrs. Durham, Cracchiolo, Hurd and
Roberts did not file a timely Form 5 with respect to the stock bonus awards made
to them in October 1998 and (ii) Mr. Ahearn who failed to file a Form 3 to
report his beneficial ownership upon becoming an Insider in November 1998.



                                       4
<PAGE>   5
ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

        The following table sets forth certain information regarding the
compensation earned during the last three fiscal years by (i) the Company's
Chief Executive Officer and (ii) each of the four other most highly compensated
executive officers of the Company serving as such as of the end of the last
fiscal year whose total annual salary and bonus exceeded $100,000, for services
rendered in all capacities to the Company and its subsidiaries. Such individuals
will be hereafter referred to as the "Named Executive Officers."

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                  ANNUAL COMPENSATION          LONG-TERM COMPENSATION
                                  -------------------      -------------------------------
                                                           RESTRICTED        SECURITIES
   NAME AND PRINCIPAL    FISCAL                              STOCK           UNDERLYING       ALL OTHER   
        POSITION          YEAR     SALARY       BONUS        AWARDS       OPTIONS/WARRANTS   COMPENSATION
   ------------------    ------    ------       -----      ----------     ----------------   ------------
<S>                      <C>     <C>          <C>          <C>            <C>                <C>
James D. Durham........   1998   $275,000     $412,500   $1,862,000(5)         300,000        $3,000(8)
   Chairman of the        1997    225,000      100,000           __            305,000            __
   Board and Chief        1996    187,425           __           __            101,600            __
   Executive Officer

John V. Cracchiolo.....   1998    200,000      210,000      997,500(5)         150,000        $1,006(8)
   President, Executive   1997    159,375 (1)  103,000           __            155,000            __
   Vice President  and    1996    133,333       52,000           __                 __            __
   Chief Operating
   Officer

Andrew Hurd............   1998    140,384 (2)  193,750(3)   581,875(5)         50,000             __
   President, Health      1997         __           __                             __             __
   Information            1996         __           __                             __             __
   Management Division

Keith M. Roberts.......   1998    159,375(4)   131,250      498,750(5)         35,000             __
   Chief Financial        1997     98,958(6)    50,000           __           100,000             __
   Officer, General       1996         __           __           __                __             __
   Counsel and
   Assistant Secretary

Bernie Murphy..........   1998    105,000       44,000           __            35,000             __
   Vice President         1997     96,623       25,000           __            12,500             __
   Finance and Chief      1996     39,955(7)        __           __            15,000             __
   Accounting Officer-
</TABLE>


----------

(1)     Effective August 1997, Mr. Cracchiolo's annual salary was increased from
        $150,000 to $175,000 by the Board of Directors.

(2)     Represents salary paid from February 1998 through December 1998.

(3)     Includes sales commissions of $43,750.

(4)     Effective July 1998, Mr. Robert's annual salary was increased from 
        $150,000 to $175,000 by the Board of Directors.

(5)     In October 1998, each of Mr. Durham, Mr. Cracchiolo, Mr. Hurd and Mr.
        Roberts was awarded a right to receive 112,000, 60,000, 35,000 and
        30,000 shares of Common Stock, respectively, under the Company's 1996
        Stock Incentive Plan, such shares to be issued in October, 2003, without
        payment from the recipient, provided that each such individual remains
        in the Company's service through such date. As of the last day of the
        1998 fiscal year, the value of the bonus share awards held by each such
        individual, based on the market price of the underlying shares of Common
        Stock on that date, was the following: Mr. Durham - $2,296,000; Mr.
        Cracchiolo - $1,230,000; Mr. Hurd - $717,500; and Mr. Roberts - 
        $615,000. No dividends are payable with respect to the bonus share
        awards until such time as the underlying shares of Common Stock have
        been issued.

(6)     Represents salary paid from March 1997 through December 1997.

(7)     Represents salary paid from June 1996 through December 1996.

(8)     Represents premiums paid for split-dollar life insurance.


                                       5
<PAGE>   6




OPTION GRANTS IN LAST FISCAL YEAR

        The following table sets forth information concerning the stock option
grants made to each of the Named Executive Officers during the 1998 fiscal year.
No stock appreciation rights were granted during the 1998 fiscal year to the
Named Executive Officers.

                               OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                           INDIVIDUAL GRANTS
                         ------------------------------------------------------
                                        PERCENT OF                                     POTENTIAL REALIZABLE
                                           TOTAL                                     VALUE AT ASSUMED ANNUAL
                         NUMBER OF        OPTIONS                                          RATES OF STOCK
                         SECURITIES     GRANTED TO                                       PRICE APPRECIATION
                         UNDERLYING      EMPLOYEES    EXERCISE OR                         FOR OPTION TERM(3)
                          OPTIONS        IN FISCAL   BASE PRICE     EXPIRATION       ---------------------------
        NAME             GRANTED(1)        1998      PER SHARE(2)      DATE              5%               10%
        ----             ----------     ----------   ------------   ----------       ---------       ----------- 
<S>                      <C>            <C>          <C>            <C>              <C>             <C>
James D. Durham......    100,000            6.4%        $39.1560       2/02/08       ($270,948)      $1,887,899
                         100,000            6.4%         27.9690       2/02/08         847,652        3,006,599
                         100,000            6.4%         22.3750       2/02/08       1,407,152        3,565,999
                                                                                                  
John V. Cracchiolo...     50,000            3.2%         39.1560       2/02/08        (135,474)         943,949
                          50,000            3.2%         27.9690       2/02/08         423,876        1,503,299
                          50,000            3.2%         22.3750       2/02/08         703,576        1,782,999
                                                                                                  
Andrew J. Hurd.......     50,000            3.2%         22.3750       2/02/08         703,576        1,782,999
                                                                                                  
Keith M. Roberts.....     35,000            2.2%         22.3750       2/02/08         492,503        1,249,000
                                                                                                  
Bernie J. Murphy.....     35,000            2.2%         22.3750       2/02/08         492,503         1,249,00

</TABLE>

(1)     Each option set forth in the table above has a maximum term of ten (10)
        years measured from the grant date, subject to earlier termination upon
        the executive officer's termination of service with the Company. Each
        option will become exercisable for 25% of the option shares upon the
        optionee's completion of one year of service measured from the grant
        date and will become exercisable for the remaining shares in equal
        monthly installments over the next three years of service thereafter.
        The option will immediately become exercisable for all of the option
        shares upon an acquisition of the Company by merger or asset sale unless
        the options are assumed by the successor corporation.


(2)     The exercise price may be paid in cash, in shares of the Company's
        Common Stock valued at fair market value on the exercise date or through
        a cashless purchase procedure involving a same-day sale of the purchased
        shares. The Company may also finance the option exercise by loaning the
        optionee sufficient funds to pay the exercise price for the purchased
        shares and the federal and state income tax liability incurred by the
        optionee in connection with such exercise.


(3)     There can be no assurance provided to any executive officer or any
        other holder of the Company's securities that the actual stock price
        appreciation over the 10-year option term will be at the assumed 5% and
        10% compounded annual rates or at any other defined level. Unless the
        market price of the Common Stock appreciates over the option term, no
        value will be realized from the option grants made to the Named
        Executive Officers.



                                       6
<PAGE>   7
OPTION EXERCISES AND YEAR-END VALUES

        No stock appreciation rights were granted during the 1998 fiscal year or
outstanding at the end of such fiscal year. The following table sets forth
certain information with respect to the Named Executive Officers concerning
option exercises during the 1998 fiscal year as well as the number of shares of
the Company's Common Stock subject to exercisable and unexercisable stock
options which the Named Executive Officers held at the end of the 1998 fiscal
year.

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                          FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES               VALUE OF UNEXERCISED   
                     (#) SHARES                     UNDERLYING UNEXERCISED            IN-THE-MONEY OPTIONS AT 
                      ACQUIRED                   OPTIONS AT FISCAL YEAR-END             FISCAL YEAR-END (1)   
                         ON      ($) VALUE      -----------------------------      -----------------------------
 NAME                 EXERCISE   REALIZED(2)    EXERCISABLE   NON-EXERCISABLE      EXERCISABLE   NON-EXERCISABLE
 ----                ----------  -----------    -----------   ---------------      -----------   ---------------
<S>                  <C>         <C>            <C>           <C>                  <C>           <C>
James D. Durham.....     --          --           623,195(3)       471,979         $9,618,466       $1,708,867
John V. Cracchiolo..     --          --            96,563          248,437          1,141,367        1,054,258
Andrew J. Hurd......     --          --                --           50,000                 --               --
Keith M. Roberts....   16,020     $299,620         32,146           86,834            352,245          568,537
Bernie J. Murphy....    1,500       25,125          7,781           49,219         $   92,191       $  170,996
</TABLE>

----------

(1)     Calculated by determining the difference between the fair market value
        of the Company's Common Stock as of December 31, 1998 and the exercise
        price of the option.


(2)     Calculated by multiplying the number of shares acquired on exercise by
        the difference between the fair market value of the shares on the date
        of exercise and the exercise price.


(3)     Includes 134,574 shares of Common Stock issuable upon exercise of a
        warrant held by Trigon Resources Corporation and 355,600 shares of
        Common Stock issuable upon exercise of a warrant held by Mr. Durham. See
        "Security Ownership of Certain Beneficial Owners and Management."


EMPLOYMENT AGREEMENTS

        In November 1997, the Company entered into an employment agreement with
John V. Cracchiolo, the Company's President and Chief Operating Officer.
Pursuant to the agreement, Mr. Cracchiolo received a base salary of $200,000 for
the 1998 calendar year and is eligible for such annual cash bonuses as the
Compensation Committee in its discretion shall award. The agreement also
contains the following severance provisions: (i) if Mr. Cracchiolo dies, his
estate will receive a special termination payment equal to one months' salary
and (ii) if Mr. Cracchiolo is terminated by reason of disability or an
Involuntary Termination other than a Termination for Cause (as those terms are
defined in the agreement), Mr. Cracchiolo will receive an aggregate amount equal
to his average annual rate of base salary for the two immediately preceding
calendar years and will also continue to receive, for a period of 12 months, his
life, health and disability and other benefits. In addition, upon a Change in
Control or an Involuntary Termination other than a Termination for Cause, Mr.
Cracchiolo's outstanding options will vest immediately. The initial term of the
agreement was one year from the effective date, to be extended automatically on
each succeeding anniversary of such effective date for an additional one
(1)-year period unless, not later than three (3) months preceding such
anniversary date, the Company shall have given written notice to Mr.
Cracchiolo that it will not extend the term of the agreement.

        In November 1997, the Company entered into an employment agreement with
James D. Durham, the Company's Chief Executive Officer. Pursuant to the
agreement, Mr. Durham received a base salary of $275,000 for the 1998 calendar
year. In addition, Mr. Durham is eligible for such annual cash bonuses as the
Compensation Committee in its discretion shall award. The


                                       7
<PAGE>   8
agreement also contains the following severance provisions: (i) if Mr. Durham
dies, his estate will receive a special termination payment equal to one months'
salary and (ii) if Mr. Durham is terminated by reason of disability or an
Involuntary Termination other than a Termination for Cause (as those terms are
defined in the agreement), Mr. Durham will receive an aggregate amount equal to
the sum of (a) his average annual rate of base salary and (b) his average bonus
paid to him by the Company, in each case for services rendered by Mr. Durham in
the two immediately preceding calendar years, and will also continue to receive,
for a period of 12 months (24 months if Mr. Durham's termination is effected in
connection with a Change in Control, as defined in the agreement), his life,
health and disability and other benefits. In addition, upon a Change in Control
or an Involuntary Termination other than a Termination for Cause, Mr. Durham's
outstanding options will vest immediately. The agreement terminates on December
31, 1999, and will automatically renew for a term of one (1) year on such date
and on each succeeding anniversary of such date, unless the Company provides
written notice to Mr. Durham, not later than three months prior to such
anniversary date, that it will not extend the term of the agreement.

        In January 1998, the Company entered into an employment agreement with
Andrew J. Hurd, the Company's President, Health Information Management Division.
Pursuant to the agreement, Mr. Hurd received a base salary of $150,000 for the
1998 calendar year and is eligible to receive a bonus payment equal to $150,000,
subject to the achievement of established annual performance objectives. Mr.
Hurd is also eligible to receive additional bonuses based on the achievement of
incremental revenue in excess of the established revenue performance objectives.
Pursuant to the agreement, Mr. Hurd was granted an option to purchase 50,000
shares of the Company's Common Stock in accordance with the Company's 1996 Stock
Incentive Plan and was entitled, subject to the approval of the Company's Board
of Directors, to a warrant to purchase 50,000 shares of the Company Common
Stock. If Mr. Hurd is terminated without cause, he will be entitled to receive
three months' salary. In addition, if Mr. Hurd's employment is terminated
without cause in connection with a Change in Control (as such term is defined in
the agreement), all of his outstanding options will vest immediately.

        In March 1998, the Company entered into an employment agreement with
Keith M. Roberts, the Company's Executive Vice President, Chief Financial
Officer and General Counsel. Pursuant to the agreement, Mr. Roberts received a
base salary of $175,000 for the 1998 calendar year and is eligible for such
annual cash bonuses as the Compensation Committee in its discretion shall award.
The agreement also contains the following severance provisions: (i) if Mr.
Roberts dies, his estate will receive a special termination payment equal to one
months' salary and (ii) if Mr. Roberts is terminated by reason of disability or
an Involuntary Termination other than a Termination for Cause (as those terms
are defined in the agreement), Mr. Roberts will receive an aggregate amount
equal to his average annual rate of base salary for the two immediately
preceding calendar years and will also continue to receive, for a period of 12
months, his life, health and disability and other benefits. In addition, upon a
Change in Control or an Involuntary Termination other than a Termination for
Cause, Mr. Robert's outstanding options will vest immediately. The term of the
agreement is one year from the effective date, to be extended automatically on
each succeeding anniversary of the effective date for an additional one (1)-year
period unless, not later than three (3) months preceding such anniversary date,
the Company shall have given written notice to Mr. Roberts that it will not
extend the term of the agreement.

        In connection with an acquisition of the Company by merger or asset
sale, to the extent not otherwise provided in an employment agreement entered
into with the Company, each outstanding option held by the Chief Executive
Officer and the other executive officers under the Company's 1996 Stock
Incentive Plan will automatically accelerate in full, except to the extent such
options are to be assumed by the successor corporation. In addition, the
Compensation Committee, as Plan Administrator of the 1996 Stock Incentive Plan
has the authority to provide for the accelerated vesting of the shares of Common
Stock subject to outstanding options held by the Chief Executive Officer or any
other executive officer or any unvested shares of Common Stock subject to direct
issuances held by such individual, in connection with the termination of the
officer's employment following: (i) a merger or asset sale in which these
options are assumed or are assigned or (ii) certain hostile changes in control
of the Company.

DIRECTOR COMPENSATION

        Non-employee directors will be reimbursed for their reasonable expenses
incurred in connection with attending board meetings. Non-employee directors
receive periodic option grants under the Automatic Option Grant Program in
effect under the Company's 1996 Stock Incentive Plan and are also eligible to
receive option grants under the Discretionary Option Grant Program of that plan.



                                       8
<PAGE>   9
        Under the Automatic Option Grant Program, each individual who is first
elected or appointed as a non-employee Board member will receive at the time of
such initial election or appointment an automatic option grant for 10,000 shares
of Common Stock, provided such individual was not previously in the Company's
employ. At each annual stockholders meeting, each individual who is to continue
in service as a non-employee Board member, will automatically be granted at that
meeting an option to purchase 4,000 shares of Common Stock, provided such
individual has served as a non-employee Board member for at least six (6)
months.

        Each option under the Automatic Option Grant Program has an exercise
price per share equal to 100% of the fair market value per share of Common Stock
on the option grant date and a maximum term of ten (10) years measured from the
grant date. The option is immediately exercisable for all the option shares, but
any purchased shares are subject to repurchase by the Company, at the exercise
price paid per share, upon the optionee's cessation of Board service prior to
vesting in those shares. Each initial 10,000-share grant vests, and the
Company's repurchase right lapses, as follows: (i) one-third (1/3) of the option
shares vest upon the optionee's completion of one (1) year of Board service
measured from the option grant date and (ii) the balance of the option shares
vest in a series of twenty-four (24) successive equal monthly installments upon
the optionee's completion of each additional month of Board service over the
twenty-four (24)-month period measured from the first anniversary of such grant
date. Each annual 4,000-share grant vests, and the Company's repurchase right
lapses, in a series of twelve (12) successive equal monthly installments over
the optionee's period of Board service measured from the grant date.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

        The Company's Compensation Committee during the 1998 fiscal year
consisted of Ms. Neuscheler (Chairperson), Mr. Jones and Mr. Ryan. No member
of such Committee was at any time during the 1998 fiscal year or at any other
time an officer or employee of the Company. No current executive officer of the
Company has ever served on the compensation committee of any other entity that
has or has had one or more executive officers serving as a member of the
Company's Board of Directors or Compensation Committee.



                                       9
<PAGE>   10
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of March 31, 1999 by (i)
each person (or group of affiliated persons) known by the Company to be the
beneficial owner of more than five percent of the outstanding shares of the
Company's Common Stock, (ii) each director of the Company, (iii) each Named
Executive Officer of the Company and (iv) all executive officers and directors
of the Company as a group.

<TABLE>
<CAPTION>
                                                      SHARES OF COMMON STOCK
                                                      BENEFICIALLY OWNED (1)
                                                    ---------------------------
        NAME OF BENEFICIAL OWNERS                     NUMBER           PERCENT
        -------------------------                     ------           -------
<S>                                                 <C>                <C>
Pilgrim Baxter & Associates, Ltd(2)........         1,860,700           9.0%
   825 Duportail Road                               
   Wayne, PA 19087

The TCW Group, Inc.(3).....................         1,690,743           8.2%
   865 South Figueroa Street                        
   Los Angeles, CA 94804
 
Robert Day(3)..............................         1,690,743           8.2%
   200 Park Avenue, Suite 2200                      
   New York, NY 10166

The Equitable Companies Incorporated(4)....         1,624,116           7.9%
   1290 Avenue of the Americas                      
   New York, NY 10104

Nitin T. Mehta(5)..........................         1,326,362           6.4%
   58 Greenoaks Drive                               
   Atherton, CA 94027

Joe D. Whisenhunt, Sr.(6)..................         1,255,190           6.1%
   Harmony Meadows Ranch                            
   Route 2, Box 150
   Bee Branch, AR 72013

James D. Durham(7).........................         1,230,469           5.9%

John V. Cracchiolo(8)......................           405,000           2.0%

Andrew J. Hurd(9).........................            130,000             *

Keith M. Roberts(10).......................           148,980             *

Bernie J. Murphy(11) ......................            87,000             *

Albert L. Greene(12) ......................            14,000             *

Kenneth E. Jones(13).......................            14,000             *

Thomas F. McNulty(14)......................            48,491             *

Joan P. Neuscheler(15).....................           141,493             *

Cornelius T. Ryan(16)......................            18,184             *

All executive officers and directors as
   a group (10 persons)(17)................         2,237,617          10.3%
</TABLE>


*   Less than one percent.

1.      Percentage ownership is based on 20,684,967 shares of Common Stock
        outstanding on March 31, 1999. Beneficial ownership is determined in
        accordance with the rules of the Securities and Exchange Commission and
        generally includes voting or investment power with respect to
        securities. Shares of Common 



                                       10
<PAGE>   11
        Stock subject to options, warrants and convertible notes currently
        exercisable or convertible, or exercisable or convertible within 60
        days, are deemed outstanding for computing the percentage of the person
        holding such options, but are not deemed outstanding for computing the
        percentage of any other person. Except as indicated by footnote, and
        subject to community property laws where applicable, the persons named
        in the table have sole voting and investment power with respect to all
        shares of Common Stock shown as beneficially owned by them.

2.      Represents shares beneficially owned by Pilgrim Baxter & Associates,
        Ltd. ("Pilgrim Baxter") based on the information contained in Amendment
        No. 2 to Schedule 13G filed on January 19, 1999. Pilgrim Baxter is an
        investment adviser registered under the Investment Advisers Act of 1940.

3.      Represents shares beneficially owned by The TCW Group, Inc. and Robert
        Day based on information contained in a Schedule 13G filed on February
        12, 1999 and includes 384,209 shares issuable upon conversion of 5.25%
        Convertible Debentures. According to the Schedule 13G, Robert Day may be
        deemed to control the TCW Group, Inc.

4.      Represents shares beneficially owned by The Equitable Companies
        Incorporated ("Equitable") based on information in a Schedule 13G filed
        on February 16, 1999. All shares of the Common Stock reported as
        beneficially owned by Equitable were directly beneficially owned by
        subsidiaries of Equitable.

5.      Represents shares beneficially owned by Nitin T. Mehta based on
        information contained in a Schedule 13G filed on June 15, 1998.

6.      Represents shares beneficially owned by Joe D. Whisenhunt, Sr. based on
        information contained in a Schedule 13D filed on October 15, 1998.

7.      Includes 23,295 shares of Common Stock owned by Trigon Resources 
        Corporation ("Trigon"), a corporation owned by Mr. Durham and his two
        children, 134,574 shares of Common Stock issuable upon exercise of a
        warrant held by Trigon, and 355,600 shares issuable upon exercise of a
        warrant held by Mr. Durham. Also includes 605,000 shares issuable upon
        exercise of options, 258,542 of which are exercisable within 60 days of
        March 31, 1999 and 112,000 shares subject to a stock bonus award, which
        shares will be issued in October 2003, or earlier, in the event certain
        performance milestones are attained. Mr. Durham's address is 1003
        Cutting Boulevard, Suite 200, Richmond, California 94804.

8.      Includes 345,000 shares issuable upon exercise of options, 166,042 of
        which are exercisable within 60 days of March 31, 1999 and 60,000 shares
        subject to a stock bonus award, which shares will be issued in October 
        2003, or earlier, in the event certain performance milestones are 
        attained.

9.      Includes 95,000 shares issuable upon exercise of options, 15,625 of
        which are exercisable within 60 days of March 31, 1999 and 35,000 shares
        subject to a stock bonus award, which shares will be issued in October 
        2003, or earlier, in the event certain performance milestones are 
        attained.

10.     Includes 118,980 shares issuable upon exercise of options, 52,319 of
        which are exercisable within 60 days of March 31, 1999 and 30,000 shares
        subject to a stock bonus award, which shares will be issued in October 
        2003, or earlier, in the event certain performance milestones are 
        attained.

11.     Includes 87,000 shares issuable upon exercise of options, 21,583 of
        which are exercisable within 60 days of March 31, 1999.

12.     Includes 14,000 shares issuable upon exercise of options, 10,667 of
        which are exercisable within 60 days of March 31, 1999.

13.     Includes 14,000 shares issuable upon exercise of options, 10,667 of
        which are exercisable within 60 days of March 31, 1999.

14.     Includes 48,491 shares issuable upon exercise of options, 45,892 of
        which are exercisable within 60 days of March 31, 1999.

15.     Includes 122,005 shares of Common Stock issuable upon exercise of 
        certain warrants issued to Tullis-Dickerson Capital Focus, L.P. Also
        includes 18,000 shares issuable upon exercise of options held by Ms.
        Neuscheler, 16,611 of which are exercisable within 60 days of March 31,
        1999. Ms. Neuscheler, a director of the Company, is a general partner of
        Tullis-Dickerson Partners, which is the general partner of
        Tullis-Dickerson Capital Focus, L.P. Ms. Neuscheler disclaims beneficial
        ownership in the shares held by Tullis-Dickerson Capital Focus, L.P.,
        except to the extent of her pecuniary interest arising from her general
        partnership interest in Tullis-Dickerson Partners. Also includes 744
        shares held in trust for the benefit of Susannah Dickerson and 744
        shares held in trust for the benefit of Caroline Dickerson. Ms.
        Neuscheler disclaims beneficial ownership in such shares.

16.     Includes 18,000 shares issuable upon exercise of options held by Mr.
        Ryan, 16,611 of which are exercisable within 60 days of March 31, 1999.

17.     Includes 612,179 shares issuable upon exercise of certain warrants.
        Also includes 1,363,471 shares issuable upon exercise of options,
        614,559 of which shares are exercisable within 60 days of March 31,
        1999 and 237,000 shares subject to a stock bonus award, which shares
        will be issued in October 2003, or earlier, in the event certain
        performance milestones are attained.

                                       11
<PAGE>   12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

        In addition to the indemnification provisions contained in the Company's
Restated Certificate of Incorporation and Bylaws, the Company has entered into
separate indemnification agreements with each of its directors and officers.
These agreements require the Company, among other things to indemnify such
director or officer against expenses (including attorneys' fees), judgments,
fines and settlements (collectively, "Liabilities") paid by such individual in
connection with any action, suite or proceeding arising out of such individual's
status or service as a director or officer of the Company (other than
Liabilities arising from willful misconduct or conduct that is knowingly
fraudulent or deliberately dishonest) and to advance expenses incurred by such
individual in connection with any proceeding against such individual with
respect to which such individual may be entitled to indemnification by the
Company.



                                       12
<PAGE>   13
                                     PART IV

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


(c)   Exhibits.

<TABLE>
<S>              <C>
     2.1         Assets Purchase Agreement dated December 31, 1995, by and among
                 QuadraMed Corporation, a Delaware corporation and California
                 corporation.(1)

     2.2         Assets Purchase Agreement dated December 31, 1995, by and among
                 QuadraMed Acquisition Corporation, Kaden Arnone, Inc. and its
                 stockholders.(1)

     2.3         Exchange Agreement dated June 25, 1996, by and among QuadraMed
                 Holdings, Inc., QuadraMed Corporation, and certain stockholders
                 listed on Schedule A thereto.(1)

     2.4         Acquisition Agreement and Plan of Merger, dated December 2,
                 1996 between the Company and InterMed Acquisition Corporation,
                 a wholly-owned subsidiary of the Company. and InterMed
                 Healthcare Systems Inc. and its Stockholders. (2)

     2.5         Acquisition Agreement and Plan of Merger, dated as of March 1,
                 1997, by and among QuadraMed Corporation, Healthcare Recovery
                 Acquisition Corporation, Healthcare Recovery Incorporated and
                 its Shareholders (the "HRI Acquisition Agreement and Plan of
                 Merger"). (3)

     2.6         First Amendment to HRI Acquisition Agreement and Plan of
                 Merger, dated as of April 22, 1997. (3)

     2.7         Second Amendment to HRI Acquisition Agreement and Plan of
                 Merger, dated as of April 24, 1997. (3)

     2.8         Acquisition Agreement and Plan of Merger, dated as of September
                 24, 1997, by and among QuadraMed Corporation, HRM Acquisition
                 Corporation, Healthcare Revenue Management, Inc. and its
                 Stockholders (the "Acquisition Agreement and Plan of
                 Merger").(4)

     2.9         First Amendment to Acquisition Agreement and Plan of Merger,
                 dated as of September 29, 1997.(4)

     2.10        Agreement and Plan of Reorganization by and between QuadraMed
                 Corporation and Medicus Systems Corporation, dated as of
                 November 9, 1997.(5)

     2.11        Amendment No. 1 to Agreement and Plan of Reorganization, dated
                 as of February 26, 1998.(10)

     2.12        Amendment No. 2 to Agreement and Plan of Reorganization, dated
                 as of March 24, 1998.(10)

     2.13        Acquisition Agreement and Plan of Merger dated as of December
                 29, 1997, by and among QuadraMed Corporation and Resource
                 Health Partners, L.P. (6)

     2.14        Acquisition Agreement and Plan of Merger dated as of February
                 2, 1998, by and among QuadraMed Corporation and Cabot Marsh
                 Corporation. (7)

     2.15        Acquisition Agreement and Plan of Merger, dated June 1, 1998,
                 by and among QuadraMed Corporation, Pyramid Health Acquisition
                 Corporation, Pyramid Health Group, Inc. and its Shareholders.
                 (11)

     2.16        Acquisition Agreement and Plan of Merger, dated September 30,
                 1998, by and among QuadraMed Corporation and IMN Corp. (12)

     3.1         Reserved.
</TABLE>


                                       13
<PAGE>   14
<TABLE>
<S>              <C>
     3.2         Second Amended and Restated Certificate of Incorporation of the
                 Company.(1)

     3.3         Reserved.

     3.4         Amended and Restated Bylaws of the Company.(1)

     4.1         Reference is made to Exhibits 3.2 and 3.4.(1)

     4.2         Form of Common Stock certificate.(1)

     4.3         Form of Exchange Agreement dated March 16, 1994, by and among
                 the Company, THCS Holding, Inc. and certain stockholders listed
                 on Schedule A thereto.(1)

     4.4         Reserved.

     4.5         Reserved.

     4.6         Reserved.

     4.7         Amended and Restated Agreement Regarding Adjustment Shares
                 dated June 25, 1996, by and among the Company, QuadNet
                 Corporation and the individuals listed on Schedule A
                 thereto.(1)

     4.8         Amended and Restated Shareholder Rights Agreement dated June
                 25, 1996, by and between the Company and the investors listed
                 on Schedule A thereto.(1)

     4.9         Stock Purchase Warrant dated September 27, 1995 issued to James
                 D. Durham and amendment #1 thereto dated July 10, 1997. (8)

     4.10        Reserved.

     4.11        Form of Warrant to Purchase Common Stock.(1)

     4.12        Registration Rights Agreement dated December 5, 1996, by and
                 between the Company and the investors listed on Schedule A
                 thereto.(8)

     4.13        Registration Rights Agreement, dated as of December 29, 1997,
                 by and among QuadraMed Corporation, Resource Health Partners,
                 L.P. and certain stockholders. (6)

     4.14        Registration Rights Agreement, dated as of June 5, 1998, by and
                 among QuadraMed Corporation and the shareholders of Pyramid
                 Health Group, Inc. named therein. (11)

     4.15        Registration Rights Agreement, dated as of September 30, 1998
                 by and among QuadraMed Corporation, IMN Corp. and the
                 shareholders of IMN Corp. named herein. (12)

     4.16        Subordinated Indenture, dated as of May 1, 1998 between
                 QuadraMed Corporation and The Bank of New York. (13)

     4.17        Officers' Certificate delivered pursuant to Sections 2.3 and
                 11.5 to the Subordinated Indenture. (13)

     4.18        Registration Rights Agreement, dated April 27, 1998 by and
                 among QuadraMed Corporation and the Initial Purchasers named
                 therein. (13)

     4.19        Form of Global Debenture. (13)

     4.20        Form of Certificated Debenture. (13)
</TABLE>



                                       14
<PAGE>   15
<TABLE>
<S>              <C>
     10.1        1996 Stock Incentive Plan of the Company.(1)

     10.2        1996 Employee Stock Purchase Plan of the Company.(1)

     10.3        Summary Plan Description, QuadraMed Corporation 401(k)  Plan.(1)

     10.4        Form of Indemnification Agreement between the Company and its
                 directors and executive officers.(1)

     10.5        Reserved.

     10.6        Lease dated February 26, 1996 for facilities located at 1345
                 Campus Parkway, Building M, Block #930, Lot #51.02, Neptune,
                 New Jersey.(1)

     10.7        Lease dated May 23, 1994 for facilities located at 80 East Sir
                 Francis Drake Boulevard, Suite 2A, Larkspur, California.(1)

     10.8        Reserved.

     10.9        Reserved.

     10.10       Stock Purchase Agreement dated March 3, 1994, by and between
                 the Company and James D. Durham.(1)

     10.11       Reserved.

     10.12       Reserved.

     10.13       Reserved.

     10.14       Reserved.

     10.15       Credit Terms and Conditions dated July 2, 1997, by and between
                 Imperial Bank and the Company, with addendum thereto. (8)

     10.16       Reserved.

     10.16.1     Reserved.

     10.17       Reserved.

     10.18       Reserved.

     10.19       Reserved.

     10.20       Reserved.

     10.21       Reserved.

     10.22       Reserved.

     10.23       Reserved.

     10.24       Reserved.

     10.25       Reserved.

     10.26       Reserved.
</TABLE>



                                       15
<PAGE>   16
<TABLE>
<S>              <C>
     10.27       Reserved.

     10.28       Reserved.

     10.29       Reserved.

     10.30       Reserved.

     10.31       Reserved.

     10.32       Reserved.

     10.32       Reserved.

     10.34       Reserved.

     10.35       Reserved.

     10.36       Reserved.

     10.37       Reserved.

     10.38       Reserved.

     10.39       Letter dated July 1, 1997 from the Company to Lemuel C.
                 Stewart, Jr. regarding terms of employment.(9)

     10.40       Form of Stock Purchase Agreement dated as of November 9, 1997
                 by and among QuadraMed Corporation and certain stockholders of
                 Medicus Systems Corporation.(5)

     10.41       Form of Stock Purchase Warrant dated as of November 9, 1997
                 issued to certain stockholders of Medicus (including as
                 Appendix A to Exhibit 10.40).(5)

     10.42       Letter dated November 1, 1997 from the Company to James D.
                 Durham, regarding terms of employment.(5)

     10.43       Letter dated November 13, 1997 from the Company to John V.
                 Cracchiolo, regarding terms of employment.(5)

     10.44       Reserved.

     10.45       Letter dated January 15, 1998 from the Company to Andrew J.
                 Hurd, regarding terms of employment.(10)

     10.46       Employment Agreement dated September 29, 1997 by and between
                 Steven D. McCoy and the Company.(10)

     10.47       Letter dated March 17, 1998 from the Company to Keith M.
                 Roberts regarding terms of employment. (10)

     10.48       Employment Agreement dated February 4, 1998 by and between
                 Ruthann Russo and the Company. (10)

     10.49       Employment Agreement, dated June 5, 1998, between QuadraMed
                 Corporation and Nitin T. Mehta. (14)

     10.50       Mergers and Acquisitions Advisory Fee Agreement, dated June 5,
                 1998, between QuadraMed Corporation and Mehta & Company, Inc.
                 (14)

     21          List of Subsidiaries of the Registrant. (10)

     23.1        Consent of Arthur Andersen LLP, Independent Public Accountants.(15)

     23.2        Consent of Deloitte & Touche LLP, Independent Auditors.(15)
</TABLE>




                                       16
<PAGE>   17
<TABLE>
<S>              <C>
     24.1        Power of Attorney (set forth in the signature page hereto).
                 (15)

     27.1        Financial Data Schedule for the Year Ended 12/31/1998. (15)
</TABLE>

------------

   (1)  Incorporated herein by reference from the exhibit with the same number
        to the Company's Registration Statement on Form SB-2, No. 333-5180-LA,
        as filed with the Commission on June 28, 1996, as amended by Amendment
        No. 1, Amendment No. 2 and Amendment No. 3 thereto, as filed with the
        Commission on July 26, 1996, September 9, 1996, and October 2, 1996,
        respectively.

   (2)  Incorporated herein by reference from the exhibit with the same number
        to the Company's Current Report on Form 8-K, as filed with the
        Commission on January 9, 1997.

   (3)  Incorporated herein by reference from the exhibit with the same number
        to the Company's Current Report on Form 8-K, as filed with the
        Commission on May 9, 1997, as amended on July 8, 1997 and March 10,
        1998.

   (4)  Incorporated herein by reference from the exhibit with the same number
        to the Company's Current Report on Form 8-K, as filed with the
        Commission on October 10, 1997, as amended on March 10, 1998.

   (5)  Incorporated by reference from the exhibit with the same number to the
        Company's Current Report on Form 8-K, as filed with the commission on
        November 21, 1997.

   (6)  Incorporated herein by reference from Exhibit 2.11 to the Company's
        Current Report on Form 8-K, as filed with the Commission on January 13,
        1998.

   (7)  Incorporated herein by reference from Exhibit 2.12 to the Company's
        Current Report on Form 8-K, as filed with the Commission on February 18,
        1998.

   (8)  Incorporated herein by reference from the exhibit with the same number
        to the Company's Quarterly Report on Form 10-Q for the quarter ended
        June 30, 1997, as filed with the Commission on August 14, 1997, as
        amended September 4, 1997.

   (9)  Incorporated by reference from the exhibit with the same number to the
        Company's Registration Statement on Form S-3, No. 333-36189, as filed
        with the Commission on September 23, 1997, as amended by Amendment No. 1
        and Amendment No. 2 thereto, as filed with the Commission on October 1,
        1997 and October 15, 1997 respectively.

   (10) Incorporated herein by reference from the Company's Annual Report on
        Form 10-K, as filed with the Commission on March 31, 1998, as amended
        April 20, 1998.

   (11) Incorporated herein by reference from the Company's Current Report on
        Form 8-K, as filed with the Commission on June 6, 1998.

   (12) Incorporated herein by reference from the Company's Current Report on
        Form 8-K, as filed with the Commission on October 15, 1998.

   (13) Incorporated herein by reference from the Company's Registration
        Statement on Form S-3, No. 333-55775, as filed with the Commission on
        June 2, 1998, as amended by Amendment No. 1 thereto, as filed with the
        Commission on June 17, 1998.

   (14) Incorporated herein by reference from the Company's Current Report on
        Form 8-K/A, as filed with the Commission on June 17, 1998.

   (15) Filed with original Form 10-K on March 31, 1998.



                                       17
<PAGE>   18
                                   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: April 30, 1999
                                       By:  /s/ KEITH M. ROBERTS
                                            ------------------------------------
                                            Keith M. Roberts
                                            Executive Vice President, Chief 
                                            Financial Officer and General 
                                            Counsel


        Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed by the following persons in the capacities and on
the dates indicated:


<TABLE>
<CAPTION>
             SIGNATURE                                  TITLE                            DATE
             ---------                                  -----                            ----
<S>                                    <C>                                             <C>
                    *                  Chairman of the Board and Chief                 April 30, 1999
----------------------------------     Executive Officer (Principal Executive
          James D Durham               Officer)

/s/ KEITH M. ROBERTS                   Executive Vice President, Chief                 April 30, 1999
----------------------------------     Financial Officer (Principal Financial 
         Keith M. Roberts              and Accounting Officer) and General
                                       Counsel

                    *                  Vice President, Finance and Chief               April 30, 1999
-----------------------------------    Accounting Officer (Principal 
         Bernie J. Murphy              Accounting Officer)
                                       Director
                    *                                                                  April 30, 1999
-----------------------------------
         Albert L. Greene

                    *                  Director                                        April 30, 1999
----------------------------------- 
         Kenneth E. Jones

                    *                  Director                                        April 30, 1999
-----------------------------------
         Thomas F. McNulty

                    *                  Director                                        April 30, 1999
-----------------------------------
        Joan P. Neuscheler

                    *                  Director                                        April 30, 1999
-----------------------------------
         Cornelius T. Ryan

     *By: /s/ KEITH M. ROBERTS         Director                                        April 30, 1999
         --------------------------
         Keith M. Roberts
         Attorney-In-Fact
</TABLE>



                                       18
<PAGE>   19
                              QUADRAMED CORPORATION

                          1998 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                             PAGE
<S>                                                                          <C>
PART III....................................................................   2

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...............   2

ITEM 11.   EXECUTIVE COMPENSATION...........................................   5

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...  10

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...................  12

PART IV.....................................................................  13

ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.  13

SIGNATURES..................................................................  18

</TABLE>



                                       i