SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
QUALITY SYSTEMS, INC.
______________________________
(Name of Issuer)
COMMON STOCK
______________________________
(Title of Class of Securities)
747582 10 4
______________________________
(CUSIP Number)
_
Check the following box if a fee is being paid with this statement :_:
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership
of five percent or less of such class.) (See Rule 13d.7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 2 Pages
<PAGE>
CUSIP No. 747582 10 4 13G Page 2 of 2 Pages
-----------
______________________________________________________________________
1 : Name of reporting person
: S.S. or I.R.S. identification no. of above person
:
: SHELDON RAZIN
: ###-##-####
__:___________________________________________________________________
2 : Check the appropriate box if a member of a group*
: __
: (a) :__:
: __
: (b) :X :
--
__:___________________________________________________________________
3 : SEC use only
__:___________________________________________________________________
4 : Citizenship or place of organization
:
: USA
__:___________________________________________________________________
: 5 : Sole voting power: 1,520,220
Number of Shares :____:__________________________________________
Beneficially : 6 : Shared voting power: 0
owned by each :____:__________________________________________
reporting : 7 : Sole dispositive power: 1,520,220
person with :____:__________________________________________
: 8 : Shared dispositive power: 0
______________________:____:__________________________________________
9 : Aggregate amount beneficially owned by each reporting person:
: 1,520,220
______________________________________________________________________
10: Check box if the aggregate amount in row (9) excludes certain
: shares*
See Exhibit 1
______________________________________________________________________
11: Percent of class represented by amount in row 9: 24.46%
______________________________________________________________________
12: Type of reporting person*: IN
______________________________________________________________________
<PAGE>
The following statement has been prepared to accompany the attached
FORM 13G.
Item 1(a) Name of Issuer: Quality Systems, Inc.
Item 1(b) Address of Issuer's Principal
Executive offices: 17822 E. 17th St., #210
Tustin, CA 92780
Item 2(a) Name of Person Filing: Sheldon Razin
Item 2(b) Address of Principal
Business Office: 17822 E. 17th St., #210
Tustin, CA 92780
Item 2(c) Citizenship: USA
Item 2(d) Title of Class of Securities: Common Stock
Item 2(e) CUSIP Number: 747582 10 4
Item 3 Rules 13d-l(b) or 13d-2(b): N/A
Item 4(a) Amount Beneficially owned: 1,520,220
Item 4(b) Percent of Class: 24.46%
Item 4(c)(i) sole power to vote: 1,520,220
Item 4(c)(ii) shared power to vote: 0
Item 4(c)(iii) sole power to dispose of: 1,520,220
Item 4(c)(iv) shared power to dispose of: 0
Item 5 Ownership of Five % or less: N/A
Item 6 Re Another Person: N/A
Item 7 Re Subsidiary: N/A
Item 8 Re Members of Group: See Exhibit 1. Existence
of a group is disclaimed
Item 9 Re Notice of Dissolution of Group: N/A
Item 10 Certification: N/A
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: August 9, 1999
Signature: /s/ Sheldon Razin
______________________
Name/Title: Sheldon Razin
EXHIBIT 1
MEMORANDUM OF UNDERSTANDING
August 4, 1999
Ahmed Hussein and Lawndale Capital Management, LLC
("Lawndale")are substantial shareholders of Quality Systems, Inc. (the
"Company").
Sheldon Razin, Dr. John Bowers, Gordon Setran and William
Bowers (the "Directors") are four of the six Directors of the Company,
the other two being Patrick Cline, President of an operating division
of the Company, and Janet Razin, Sheldon Razin's wife. The Directors
constitute all the members of the Nominating Committee and the
Transaction Committee of the Company's Board.
Mr. Hussein, Lawndale and the Directors believe that a proxy
contest for control of the Company will produce an inconclusive result
and will lead to continued infighting among shareholder groups and
directors and will be destructive of shareholder values. The parties
agree that shareholder groups should reconcile their differences by
compromise and agreement and accordingly have reached the following
understandings:
1. The Board has adopted an amendment of the By-Laws containing
corporate governance provisions in the form attached as
Exhibit A to this memorandum.
2. The Directors, acting as the Nominating Committee, will
nominate and recommend to the full Board the following
candidates for election at the Annual Meeting:
Sheldon Razin
Ahmed Hussein
Mohammed Tawfick El-Bardai
Emad A. Zikry
Dale M. Hanson
Frank Myer
William Small
Mr. Hussein and Lawndale will support these candidates.
3. Following the annual meeting, Mr. Hussein and Mr. Razin will
each recommend to the Board that the Transaction Committee be
composed of Ahmed Hussein, Dale M. Hanson, Frank Myer, and
William Small, that the Nominating Committee be composed of
Ahmed Hussein, Frank Myer, William Small, and Mohammed Tawfick
El-Bardai and that the Compensation Committee be composed of
Ahmed Hussein, Emad A. Zikry, Frank Myer, and William Small.
4. A lead Director will be chosen by the Board from among the
independent directors. Mr. Razin will recommend to the Board
(a) that Mr. Hussein be elected Co-Chairman of the Board, with
power to preside at Board meetings in the absence of the
Chairman but without executive powers, and (b) that
Mr. Hussein be chosen to serve as Lead Director.
5. The Company will immediately commence a search for a new
President and Chief Operating Officer.
6. When a candidate acceptable to the Board has been identified
and elected to the position of President and Chief
Operating Officer, Mr. Razin will continue as Chairman
and CEO with the understanding that after six months,
if the independent members of the Board deem the new
candidate to be ready to become Chief Executive
Officer, Mr. Razin will step down as Chief Executive
Officer, although continuing as Chairman for a period
of two years or such longer period as the Board
requests.
7. The parties believe that the corporate governance
provisions referred to in Item 1 above afford
substantially complete protection to the shareholders
and accordingly Lawndale will withdraw all the proposals
it has put forward, including the proposal formerly to
have been included in the proxy statement and the
proposals identified in the letter dated July 15, 1999.
8. Mr. Razin and the Directors will recommend to the Board
that the shareholder rights plan be terminated immediately
by redemption of the Rights.
9. If any litigation should be initiated by any person based
on the understandings set forth in this memorandum or the
implementation of such understandings, the parties will use
their best efforts to cause the Company to indemnify the
parties to this memorandum and the persons designated
herein as nominees for election to the Board of Directors,
against any damages, costs, expenses and reasonable
attorneys' fees incurred in the defense of any such claims
or litigation.
10. Any press releases or publicly filed documents referring to
the understandings set forth herein will avoid negative
characterization of any party or the policies previously
followed by any party.
11. The foregoing understandings will be implemented promptly as
follows:
a. The Board has adopted the corporate governance
provisions
b. Adoption of the corporate governance provisions
has been publicly announced
c. Nominating Committee nominates the "slate"
d. Board approves "slate" and authorizes inclusion in
the Company's proxy statement for the annual
meeting
e. Board adopts resolutions for redemption of the
Rights under the rights plan
f. Public announcement by the Company of selection of
Board's candidates, stating that the slate
includes candidates proposed by Ahmed Hussein and
Lawndale Capital, stating that search for
President/COO has been commenced, stating that
rights plan is being terminated, and stating that
an accord has been reached between the Company's
board and the Hussein and Lawndale groups
g. Separate, concurrent public announcement by Ahmed
Hussein that he supports the slate
h. Mr. Hussein, Mr. Razin and Lawndale file
appropriate 13D amendments
