S-8

As filed with the Securities and Exchange Commission on June 4, 2010 Registration No. 333-         

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

_______________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________

CONMED HEALTHCARE MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization) 42-1297992 (I.R.S. Employer Identification Number)

7250 Parkway Drive, Suite 400

Hanover, Maryland 21076

(Address of Principal Executive Offices)

_______________

CONMED HEALTHCARE MANAGEMENT, INC.

2007 STOCK OPTION PLAN

 (Full Title of the Plan)

_______________

Thomas W. Fry

Conmed Healthcare Management, Inc.

7250 Parkway Drive, Suite 400

Hanover, Maryland 21076

 (Name and Address of Agent for Service)

(410) 567-5520

(Telephone Number, Including Area Code,

of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer o   Non-accelerated filer o Smaller reporting company x

(Do not check if smaller

reporting company)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.0001 per share (“Common Stock”)	750,000	$3.34 (2)	$2,505,000	$178.61

(1) This registration statement is being filed with the Securities and Exchange Commission to register 750,000 shares of Common Stock which may be issued under the registrant’s 2007 Stock Option Plan, as amended (as the same may be further amended from time to time, the “2007 Plan”).  In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated, solely for the purpose of calculating the registration fee, pursuant to Rules 457(c) and 457(h)(1) promulgated under the Securities Act, based on the average of the high and low sales prices for the Common Stock reported on the NYSE Amex on May 28, 2010, which is within five (5) business days prior to the date of this registration statement.

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EXPLANATORY STATEMENT IN CONNECTION WITH THE FILING

OF A REGISTRATION STATEMENT ON FORM S-8

FILED PURSUANT TO INSTRUCTION E OF FORM S-8

REGISTRATION OF ADDITIONAL SECURITIES

The registrant previously filed a registration statement on Form S-8 (File No. 333-161426) on August 19, 2009 (the “Original Registration Statement”), registering 2,350,000 shares of Common Stock under the registrant’s 2007 Plan. The contents of the Original Registration Statement are incorporated herein by reference. In accordance with Instruction E of the general instructions to Form S-8, this registration statement is registering an additional 750,000 shares of Common Stock reserved for issuance under the 2007 Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  Exhibits.

Exhibit Number	Description
5.1	Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1	Consent of McGladrey & Pullen LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1 above).
99.1	Amendment No. 2 to the 2007 Stock Option Plan.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hanover, state of Maryland, on this 4th day of June, 2010.

		Conmed Healthcare Management, Inc.
Dated: M
	By:	/s/ Richard W. Turner
		Richard W. Turner, Chairman of the Board
		and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on June 4, 2010 in the capacities indicated.

	Signature		Title
/s/ Richard W. Turner		Chairman of the Board, Chief Executive
Richard W. Turner		Officer and Director (principal executive officer)
/s/ Thomas W. Fry		Senior Vice President, Chief Financial Officer and Secretary
Thomas W. Fry		(principal financial officer and principal accounting officer)
*		Director
John Pappajohn
*		Director
Edward B. Berger
*		Director
Terry E. Branstad
*		Director
John W. Colloton

* By: Thomas W. Fry, Attorney-in-Fact

/s/ Thomas W. Fry

Thomas W. Fry

Attorney-in-Fact

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EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Kramer Levin Naftalis & Frankel LLP.
23.1	Consent of McGladrey & Pullen LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Kramer Levin Naftalis & Frankel LLP (included in Exhibit 5.1 above).
99.1	Amendment No. 2 to the 2007 Stock Option Plan.

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EX-5.1

Exhibit 5.1

KRAMER LEVIN NAFTALIS & FRANKEL LLP

June 3, 2010

Conmed Healthcare Management, Inc.

7250 Parkway Drive, Suite 400

Hanover, Maryland 21076

Re: Conmed Healthcare Management, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 750,000 shares (as well as any additional shares that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions) (the “Shares”) of the Company’s common stock, par value $0.0001 per share, which may be issued pursuant to the Company’s 2007 Stock Option Plan, as amended (as the same may be further amended from time to time, the “Plan”).

In rendering this opinion, we have examined copies of the following documents (collectively, the “Transaction Documents”):

A.           the Registration Statement,

B.           the Plan, and

C.           the Certificate of Incorporation and Second Amended and Restated By-laws of the Company.

We have also reviewed such other documents and made such other investigations as we have deemed appropriate.  As to various questions of fact material to this opinion, we have relied upon the statements, representations and certificates of officers or representatives of the Company, public officials and others.  We have not independently verified the facts so relied on.

Based on the foregoing, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that the Shares have been duly authorized and, upon the issuance thereof and payment therefor in accordance with the terms stated in the Plan or in the award agreements entered into pursuant thereto, will be validly issued, fully paid and non-assessable.

1177 Avenue of the Americas     New York NY 10036-2714     Phone 212.715.9100    Fax 212.715.8000    www.kramerlevin.com

also at 47 Avenue Hoche    75008 Paris France

KRAMER LEVIN NAFTALIS & FRANKEL LLP

Conmed Healthcare Management, Inc.

June 3, 2010

Page 2

We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States and the General Corporation Law of the State of Delaware.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement.  In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ Kramer Levin Naftalis & Frankel LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Conmed Healthcare Management, Inc. of our report dated March 25, 2010, relating to our audit of the consolidated financial statements which appear in the Annual Report on Form 10-K of Conmed Healthcare Management, Inc. for the year ended December 31, 2009,

McGladrey & Pullen, LLP

Des Moines, Iowa

June 4, 2010

EX-99.1

Exhibit 99.1

CONMED HEALTHCARE MANAGEMENT, INC.

2007 STOCK OPTION PLAN

AMENDMENT NO. 2

Pursuant to Section 12.1 of the 2007 Stock Option Plan (the “Plan”) of Conmed Healthcare Management, Inc. (the “Company”), and in accordance with the resolutions of the Company’s Board of Directors adopted on April 16, 2010 and approval by the Company’s stockholders on May 25, 2010, the first sentence of Section 3 of the Plan is amended and restated in its entirety to read as follows:

Subject to the provisions of Section 6.1.1 of the Plan, the total number of Shares which may be issued under Awards granted pursuant to this Plan shall not exceed three million one hundred thousand (3,100,000) Shares.