<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2001
                                                     REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                        FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               ------------------

                             LINCARE HOLDINGS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   STATE OF DELAWARE          19387 U.S. 19 NORTH                  51-0331330
   (State or Other           CLEARWATER, FL  33764           (I.R.S. Employer
   Jurisdiction of          (Address, including zip            Identification
   Incorporation or            code of principal                      Number)
   Organization)               executive office)
                             LINCARE HOLDINGS INC.
                              2000 STOCK PLAN AND
                                2001 STOCK PLAN
                            (Full title of the plan)
                           ANGELA P. BRYANT, ESQUIRE
                             LINCARE HOLDINGS INC.
                              19387 U.S. 19 NORTH
                             CLEARWATER, FL  33764
                                  727-530-7700
                     (Name, address, and telephone number,
                             of agent for service)
                               ------------------
                        CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
TITLE OF        AMOUNT       PROPOSED MAXIMUM  PROPOSED MAXIMUM    AMOUNT OF
SECURITIES TO   TO BE        OFFERING PRICE    AGGREGATE OFFERING  REGISTRATION
BE REGISTERED   REGISTERED   PER SHARE         PRICE(1)            FEE
-------------------------------------------------------------------------------
<S>             <C>          <C>               <C>                 <C>
COMMON STOCK,
PAR VALUE,      5,000,000
$0.01           SHARES (2)    VARIABLE         $ 145,250,000         $ 34,715
</Table>

(1)    Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the closing
price of the Registrant's common stock on December 3, 2001 ($ 29.05) as
reported by NASDAQ.

(2)    Plus such additional number of shares as may be required pursuant to the
plan in the event of a stock split, recapitalization or other similar event.
                               ------------------

            Approximate date of proposed sales pursuant to the plan:
        As soon as practicable after this Registration Statement becomes
                                   effective.
                               ------------------







<PAGE>


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

      (a)  The Company's Annual Report on Form 10-K for the year ended December
           31, 2000.

      (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001.

      (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2001.

      (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 2001.

      (e)  The information set forth under the caption "Description of Capital
           Stock" on pages 38 and 39 of the Company's Prospectus dated December
           17, 1992 contained in the Company's Registration Statement on Form
           S-1 (number 33-55260).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "GCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.  A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute





                                       2



<PAGE>

requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.  The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.  Article V, Section 1 of the Registrant's By-laws
requires the Registrant to indemnify its officers and directors to the fullest
extent permitted under the GCL.

     Article Seventh of the Registrant's Certificate of Incorporation and
Article V, Section 1 of the Registrant's By-Laws provide that no director shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the GCL
(involving certain unlawful dividends or unlawful stock repurchases or
redemptions) or (iv) for any transaction from which the director derived an
improper personal benefit.

     Any amendment to or repeal of such Articles shall not adversely affect any
right or protection of a director of the Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

     The Registrant maintains directors' and officers' liability insurance with
policy limits of $10,000,000.


<Table>
<Caption>
ITEM 8.  EXHIBITS.

         <S>         <C>
         5           Opinion re legality

         23.1        Consent of Independent Certified Public Accountants

         23.2        Consent of Legal Counsel (included as part of Exhibit 5)

         24          Powers of Attorney
</Table>


ITEM 9.  UNDERTAKINGS.

A.   UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
     SECURITIES

     (1)  The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

     (2)  The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective






                                       3



<PAGE>

amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)  The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

B.   UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS
     BY REFERENCE

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.   UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
     STOCKHOLDERS

     The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

D.   UNDERTAKING RELATING TO REGISTRATION STATEMENT ON FORM S-8

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       4



<PAGE>


                                   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, on December 6, 2001.

                                               LINCARE HOLDINGS INC.


                                               By: /s/ Paul G. Gabos
                                                  ----------------------------
                                                  Paul G. Gabos,
                                                  Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<Table>
<Caption>
     SIGNATURE                          TITLE                         DATE
     ---------                          -----                         ----

<S>                                <C>                         <C>
        *                                                      December 6, 2001
-----------------------            Director, Chief             -----------------
John P. Byrnes                     Executive Officer

/s/                                                            December 6, 2001
-----------------------            Chief Financial             -----------------
Paul G. Gabos                      and Accounting Officer

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
Chester B. Black

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
Frank T. Cary

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
William F. Miller, III

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
Frank D. Byrne, MD

                            * By: /s/ Paul G. Gabos
                                 ---------------------------
                                     Attorney in Fact

</Table>

                                       5


<PAGE>


                                 EXHIBIT INDEX




<Table>
<Caption>

Exhibit
Number                      Title
-------                     -----
<S>                  <C>


 5                   Opinion re legality

 23.1                Consent of Independent Certified
                      Public Accountants

 23.2                Consent of Legal Counsel
                      (included as part of Exhibit 5)

 24                  Powers of Attorney
</Table>







                                       6
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{"company-data": {"conformed-name": "LINCARE HOLDINGS INC", "cik": "0000882235", "assigned-sic": "8090", "irs-number": "510331330", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74672", "film-number": "1807925"}, "business-address": {"street1": "19337 US 19 N STE 500", "city": "CLEARWATER", "state": "FL", "zip": "34624", "phone": "8135307700"}, "mail-address": {"street1": "19337 US 19 NORTH STE 500", "city": "CLEARWATER", "state": "FL", "zip": "34624"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 6, 2001
                                                     REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               ------------------

                        FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                               ------------------

                             LINCARE HOLDINGS INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

   STATE OF DELAWARE          19387 U.S. 19 NORTH                  51-0331330
   (State or Other           CLEARWATER, FL  33764           (I.R.S. Employer
   Jurisdiction of          (Address, including zip            Identification
   Incorporation or            code of principal                      Number)
   Organization)               executive office)
                             LINCARE HOLDINGS INC.
                              2000 STOCK PLAN AND
                                2001 STOCK PLAN
                            (Full title of the plan)
                           ANGELA P. BRYANT, ESQUIRE
                             LINCARE HOLDINGS INC.
                              19387 U.S. 19 NORTH
                             CLEARWATER, FL  33764
                                  727-530-7700
                     (Name, address, and telephone number,
                             of agent for service)
                               ------------------
                        CALCULATION OF REGISTRATION FEE
TITLE OF        AMOUNT       PROPOSED MAXIMUM  PROPOSED MAXIMUM    AMOUNT OF
SECURITIES TO   TO BE        OFFERING PRICE    AGGREGATE OFFERING  REGISTRATION
BE REGISTERED   REGISTERED   PER SHARE         PRICE(1)            FEE
-------------------------------------------------------------------------------
COMMON STOCK,
PAR VALUE,      5,000,000
$0.01           SHARES (2)    VARIABLE         $ 145,250,000         $ 34,715
(1)    Computed solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the closing
price of the Registrant's common stock on December 3, 2001 ($ 29.05) as
reported by NASDAQ.

(2)    Plus such additional number of shares as may be required pursuant to the
plan in the event of a stock split, recapitalization or other similar event.
                               ------------------

            Approximate date of proposed sales pursuant to the plan:
        As soon as practicable after this Registration Statement becomes
                                   effective.
                               ------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the Company with the Commission are
incorporated herein by reference:

      (a)  The Company's Annual Report on Form 10-K for the year ended December
           31, 2000.

      (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 2001.

      (c)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           June 30, 2001.

      (d)  The Company's Quarterly Report on Form 10-Q for the quarter ended
           September 30, 2001.

      (e)  The information set forth under the caption "Description of Capital
           Stock" on pages 38 and 39 of the Company's Prospectus dated December
           17, 1992 contained in the Company's Registration Statement on Form
           S-1 (number 33-55260).

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment that indicates that all securities offered have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law (the "GCL") provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation--a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.  A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) incurred in connection with the
defense or settlement of such actions, and the statute

                                       2
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation.  The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's charter, by-laws, disinterested director vote, stockholder
vote, agreement or otherwise.  Article V, Section 1 of the Registrant's By-laws
requires the Registrant to indemnify its officers and directors to the fullest
extent permitted under the GCL.

     Article Seventh of the Registrant's Certificate of Incorporation and
Article V, Section 1 of the Registrant's By-Laws provide that no director shall
be personally liable to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of the GCL
(involving certain unlawful dividends or unlawful stock repurchases or
redemptions) or (iv) for any transaction from which the director derived an
improper personal benefit.

     Any amendment to or repeal of such Articles shall not adversely affect any
right or protection of a director of the Registrant for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.

     The Registrant maintains directors' and officers' liability insurance with
policy limits of $10,000,000.
ITEM 8.  EXHIBITS.
5           Opinion re legality

         23.1        Consent of Independent Certified Public Accountants

         23.2        Consent of Legal Counsel (included as part of Exhibit 5)

         24          Powers of Attorney
ITEM 9.  UNDERTAKINGS.

A.   UNDERTAKINGS RELATING TO DELAYED OR CONTINUOUS OFFERINGS OF
     SECURITIES

     (1)  The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

     (2)  The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective

                                       3
amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     (3)  The undersigned registrant hereby undertakes to remove from
registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.

B.   UNDERTAKING RELATING TO THE INCORPORATION OF CERTAIN DOCUMENTS
     BY REFERENCE

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C.   UNDERTAKING RELATING TO THE INCORPORATION OF ANNUAL REPORT TO
     STOCKHOLDERS

     The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security-holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

D.   UNDERTAKING RELATING TO REGISTRATION STATEMENT ON FORM S-8

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       4
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, on December 6, 2001.

                                               LINCARE HOLDINGS INC.

                                               By: /s/ Paul G. Gabos
                                                  ----------------------------
                                                  Paul G. Gabos,
                                                  Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                          TITLE                         DATE
     ---------                          -----                         ----
*                                                      December 6, 2001
-----------------------            Director, Chief             -----------------
John P. Byrnes                     Executive Officer

/s/                                                            December 6, 2001
-----------------------            Chief Financial             -----------------
Paul G. Gabos                      and Accounting Officer

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
Chester B. Black

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
Frank T. Cary

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
William F. Miller, III

        *                                                      December 6, 2001
-----------------------            Director                    -----------------
Frank D. Byrne, MD

                            * By: /s/ Paul G. Gabos
                                 ---------------------------
                                     Attorney in Fact
5
EXHIBIT INDEX
Exhibit
Number                      Title
-------                     -----
5                   Opinion re legality

 23.1                Consent of Independent Certified
                      Public Accountants

 23.2                Consent of Legal Counsel
                      (included as part of Exhibit 5)

 24                  Powers of Attorney
6