Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

Quadramed, Corp.

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

74730W101

(CUSIP Number)

September 15, 2006

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		74730W101	13G	Page		2		of		11

CUSIP No.		74730W101	13G	Page		3		of		11

CUSIP No.		74730W101	13G	Page		4		of		11

CUSIP No.		74730W101	13G	Page		5		of		11

CUSIP No.		74730W101	13G	Page		6		of		11

SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis. Todd B. Hammer and Thomas B. Ellis are the principals of North Run, the GP and the Investment Manager. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of common stock of Talk America Holdings, Inc. a Delaware corporation (the “Issuer”) purchased by the Master Fund.

Item 1(a)		Name of Issuer.
		Quadramed, Corp.

Item 1(b)		Address of Issuer’s Principal Executive Offices.
		12110 Sunset Hills Rd., Suite 600 Reston, VA 20190

Item 2(a)		Name of Person Filing.
		(1)				North Run Capital, LP
		(2)				North Run GP, LP
		(3)				North Run Advisors, LLC
		(4)				Todd B. Hammer
		(5)				Thomas B. Ellis

Item 2(b)		Address of Principal Business Office, or, if none, Residence.
		(1)				For all Filers:
						One International Place, Suite 2401
						Boston, MA 02110
						(617) 310-6130

Item 2(c)		Citizenship or Place of Organization.
		(1)       North Run Capital, LP is a Delaware limited partnership.
		(2)       North Run GP, LP is a Delaware limited partnership.
		(3)       North Run Advisors, LLC is a Delaware limited liability company.
		(4)       Todd B. Hammer is a U.S. citizen.
		(5)       Thomas B. Ellis is a U.S. citizen.

Item 2(d)		Title of Class of Securities.
		Common stock, par value $0.01 per share (the “Common Stock”).

Item 2(e)		CUSIP Number.
		74730W101

Item 3		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not Applicable.

Item 4		Ownership.
		(a)		North Run, the GP, the Investment Manager, Todd B. Hammer, and Thomas B. Ellis may be deemed the beneficial owners of 3,263,273 shares of Common Stock.
		(b)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 7.69% of the outstanding shares of Common Stock. This percentage was determined by dividing 3,263,273 by 42,414,459, which is the number of shares of Common Stock outstanding as of July 26, 2006, according to the Issuer’s Form 10-K filed on August 26, 2006 with the Securities Exchange Commission.
		(c)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the sole power to vote and dispose of the 3,263,273 shares of Common Stock beneficially owned.

Item 5		Ownership of Five Percent or Less of a Class.
		Not Applicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.
		All securities reported in this schedule are owned by clients of the Investment Manager. To the knowledge of the Investment Manager, no one client owns more than 5% of the Common Stock.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
		Not Applicable.

Item 8		Identification and Classification of Members of the Group.
		Not Applicable.

Item 9		Notice of Dissolution of Group.
		Not Applicable.

Item 10		Certification.
		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits		Exhibit 1
		Joint Filing Agreement, dated September 25, 2006, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: September 25, 2006

		NORTH RUN CAPITAL, LP
		By:		North Run Advisors, LLC its general partner
				By:		/s/ Thomas B. Ellis
				Name:		Thomas B. Ellis
				Title:		Member
				and
				By:		/s/ Todd B. Hammer
				Name:		Todd B. Hammer
				Title:		Member
		NORTH RUN GP, LP
		By:		North Run Advisors, LLC its general partner
				By:		/s/ Thomas B. Ellis
				Name:		Thomas B. Ellis
				Title:		Member
				and
				By:		/s/ Todd B. Hammer
				Name:		Todd B. Hammer
				Title:		Member
		NORTH RUN ADVISORS, LLC
		By:		/s/ Thomas B. Ellis
		Name:		Thomas B. Ellis
		Title:		Member

		and
		By:		/s/ Todd B. Hammer
		Name:		Todd B. Hammer
		Title:		Member
		/s/ Thomas B. Ellis
		Thomas B. Ellis
		/s/ Todd B. Hammer
		Todd B. Hammer