As filed with the Securities and Exchange Commission via EDGAR on August 21,
1996
                                           Registration No._________



                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


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


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



     DELAWARE                                                  04-3307188
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                              Identification No.)


                                470 ATLANTIC AVENUE
                            BOSTON, MASSACHUSETTS 02210
                                  (617) 556-1515
                (Address of Principal Executive Offices) (Zip Code)


                         HARBORSIDE HEALTHCARE CORPORATION
                        1996 LONG-TERM STOCK INCENTIVE PLAN,
                        HARBORSIDE HEALTHCARE CORPORATION
                 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                                      and
         HARBORSIDE HEALTHCARE CORPORATION DIRECTORS RETAINER FEE PLAN
                         (Full titles of the plans)


                              STEPHEN L. GUILLARD
                           CHIEF EXECUTIVE OFFICER
                      HARBORSIDE HEALTHCARE CORPORATION
                             470 ATLANTIC AVENUE
                              BOSTON, MA 02210
                   (Name and address of agent for service)

                              (617) 556-1515
       (Telephone number, including area code, of agent for service)

                               COPIES TO:
                          Carl L. Reisner, Esq.
                Paul, Weiss, Rifkind, Wharton & Garrison
                       1285 Avenue of the Americas
                      New York, New York 10019-6064
                             (212) 373-3000


                                      (COVER CONTINUED ON NEXT PAGE)




<PAGE>




                     CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                Proposed            Proposed
       Title of                                  Maximum             Maximum             Amount
   Securities to be    Amount to be          Offering PriceAggregate Offering        of Registration
      Registered       Registered (1)         Per Share (2)        Price (2)             Fee (2)
<S>                    <C>                  <C>               <C>                 <C>
Common Stock, $.01 par
    value per share     417,000 shares (3)        $ 11.75         $4,899,750.00   $       1,689.57 (6)
Common Stock, $.01 par
    value per share       80,000 shares (4)      $   8.15        $   652,000.00   $         224.83 (6)
Common Stock, $.01 par
    value per share      303,000 shares (5)        $10.06         $3,048,180.00   $       1,051.10 (6)
</TABLE>


(1) Consists of 680,000 shares reserved for issuance under the Harborside
    Healthcare Corporation 1996 Long-Term Stock Incentive Plan, 105,000 shares
    reserved for issuance under the Harborside Healthcare 1996 Stock Option
    Plan for Non-Employee Directors and 15,000 shares reserved for issuance
    under the Harborside Healthcare Corporation Directors Retainer Fee Plan.
    This registration statement also relates to such indeterminate number of
    additional shares as may be issuable as a result of stock splits, stock
    dividends or additional similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h)(1) under the Securities Act of 1933, as
    amended.

(3) Represents 357,000 shares reserved for issuance pursuant to stock options
    having an exercise price of $11.75 per share, granted pursuant to the
    Harborside Healthcare Corporation 1996 Long-Term Stock Incentive Plan and
    60,000 shares reserved for issuance pursuant to stock options having an
    exercise price of $11.75 per share, granted pursuant to the Harborside
    Healthcare Corporation 1996 Stock Option Plan for Non-Employee Directors.
    The registration fee for such shares was calculated in accordance with Rule
    457(h)(1) under the Securities Act of 1933, as amended, based on the
    exercise price of the options.

(4) Represents 80,000 shares reserved for issuance pursuant to stock options
    having an exercise price of $8.15 per share, granted pursuant to the
    Harborside Healthcare Corporation 1996 Long-Term Stock Incentive Plan.  The
    registration fee for such shares was calculated in accordance with Rule
    457(h)(1) under the Securities Act of 1933, as amended, based on the
    exercise price of the options.

(5) Consists of 243,000 shares reserved for issuance under the Harborside
    Healthcare Corporation 1996 Long-Term Stock Incentive Plan, 45,000 shares
    reserved for issuance under the Harborside Healthcare Corporation 1996
    Stock Option Plan for Non-Employee Directors and 15,000 shares reserved for
    issuance under the Harborside Healthcare Corporation Directors Retainer Fee
    Plan.  The registration fee for such shares was calculated in accordance
    with Rule 457(h)(1) under the Securities Act of 1933, as amended, based on
    the average of the high and low prices of the shares on August 20, 1996 as
    reported on the consolidated reporting system of the New York Stock
    Exchange.

(6) One payment in the amount of $2,965.50 has been submitted concurrently with
    this filing in payment of the aggregate Registration Fee.



                                                         Page 2 of 17 pages


<PAGE>




                               PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


ITEM 1. PLAN INFORMATION

   Not required to be filed with this registration statement.


ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

   Not required to be filed with this registration statement.


                               PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

   The following documents filed by Harborside Healthcare Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

   1.   The Company's prospectus dated June 11, 1996, filed pursuant to
Rule 424(b) promulgated under the Securities Act of 1933 and relating to the
Company's registration statement on Form S-1 (Registration No. 333-3096),
which was declared effective on June 10, 1996.

   2.   The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's registration statement
on Form 8-A dated April 29, 1996 and filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934.

   3.   The Company's Quarterly Report on Form 10-Q, for the quarterly period
ended June 30, 1996, filed by the Company on August 14, 1996.

   All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.

                                                            Page 3 of 17 pages
<PAGE>


ITEM 4. DESCRIPTION OF SECURITIES

   Not applicable.


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable.


ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful.

   Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that despite
the adjudication of liability, such person is fairly and reasonably entitled
to be indemnified for such expenses which the court shall deem proper.

   Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsections (a) and (b) or in the defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such

                                                            Page 4 of 17 pages

<PAGE>



whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.

   Section 102(b)(7) of the DGCL provides that a corporation in its original
certificate of incorporation or an amendment thereto validly approved by
stockholders may eliminate or limit personal liability of members of its board
of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was illegal, or obtaining an improper
personal benefit.  A provision of this type has no effect on the availability
of equitable remedies, such as injunction or rescission, for breach of
fiduciary duty.  The Company's Amended and Restated Certificate of
Incorporation contains such a provision.

   The Company's Amended and Restated Certificate of Incorporation provides
that, to the extent not prohibited by law, the Company shall indemnify any
person who is or was made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Company to procure a judgment
in its favor, by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director or officer of the
Company, or is or was serving as a director, officer, employee or agent or in
any other capacity at the request of the Company for any other company,
partnership, joint venture, trust, employee benefit plan or other enterprise
(an "Other Entity") while serving as a director or officer of the Company,
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection with such
Proceeding if such person acted in good faith and in a manner such person
believed to be in or not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.  To the extent specified by the board
of directors of the Company at any time and to the extent not prohibited by
law, the Company may indemnify any person who is or was made, or threatened to
be made, a party to any threatened, pending or completed Proceeding, whether
civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Company to procure a judgment
in its favor, by reason of the fact that such person is or was an employee or
agent of the Company, or is or was serving as a director, officer, employee or
agent or in any other capacity at the request of the Company for any Other
Entity, against judgment, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in connection
with such Proceeding if such person acted in good faith and in a manner such
person believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  In addition, the Company's
Amended and Restated Certificate of Incorporation also permits the board of
directors of the Company to authorize the Company to purchase and maintain
insurance against any liability asserted against any director, officer,
employee or agent of the Company arising out of his capacity as such.


                                                         Page 5 of 17 pages
<PAGE>


   The underwriting agreement between the Company and the underwriters
relating to the initial public offering of the shares of Common Stock of the
Company, registered under the Company's registration statement on Form S-1
(Registration No. 333-3096), contains provisions by which each of the
underwriters agrees to indemnify the Company, its officers and directors and
each person who controls the Company within the meaning of the Securities Act
of 1933, against certain liabilities.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.


ITEM 8. EXHIBITS

    4.1 Specimen common stock certificate (incorporated by reference to
        Exhibit 4.1 to the Company's registration statement on Form S-1,
        No. 333-3096)

    5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality
        of the shares of Common Stock being registered

   23.1 Consent of Coopers & Lybrand L.L.P.

   23.2 Consent of Howard, Wershbale & Co.

   23.3 Consent of Leverone & Company

   23.4 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
        Exhibit 5.1)

   24.1 Power of Attorney (included on the signature page of this registration
        statement)



                                                          Page 6 of 17 pages
<PAGE>







ITEM 9. UNDERTAKINGS

   (a)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section 10(a)(3) of
        the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement.  Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the
        estimated maximum offering range may be reflected in the form of
        prospectus filed with the Securities and Exchange Commission pursuant
        to Rule 424(b) if, in the aggregate, the changes in volume and price
        represent no more than a 20% change in the maximum aggregate offering
        price set forth in the "Calculation of Registration Fee" table in the
        effective registration statement;

             (iii)  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.

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the registrant
   pursuant to section 13 or section 15(d) of the Securities Exchange Act of
   1934 that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective 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)  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)  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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of

                                                        Page 7 of 17 pages

<PAGE>

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)  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.




                                                      Page 8 of 17 pages
        

<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 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 Boston, Commonwealth of Massachusetts, on the 20th
day of August, 1996.

                        HARBORSIDE HEALTHCARE CORPORATION

                        By: /S/ STEPHEN L. GUILLARD
                           ------------------------      
                         Name: Stephen L. Guillard
                         Title: President, Chief Executive Officer and Director

   The registrant and each person whose signature appears below constitutes
and appoints Stephen L. Guillard, William H. Stephan and Bruce J. Beardsley
and each of them singly, his, her or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, her or it
and in his, her, or its name, place and stead, in any and all capacities, to
sign and file any and all amendments (including post-effective amendments) to
this registration statement, with all exhibits thereto, and other documents in
connection therewith, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he, she, or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   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

 /S/ STEPHEN L. GUILLARD     President, Chief Executive     August 20, 1996
  Stephen L. Guillard         Officer and Director
                              (Principal Executive
                                  Officer)
/S/ WILLIAM H. STEPHAN       Senior Vice President and      August 20, 1996
  William H. Stephan           Chief Financial Officer
                               (Principal Financial and
                                  Accounting Officer)
/S/ DOUGLAS KRUPP            Director                       August 20, 1996
  Douglas Krupp

/S/ LAURENCE GERBER          Director                       August 20, 1996
  Laurence Gerber

                                                          Page 9 of 17 pages


<PAGE> 

  Signature                   Title                            Date
                                                            
/S/ ROBERT T. BARNUM         Director                       August 20,1996 
  Robert T. Barnum

/S/ DAVID F. BENSON          Director                       August 20, 1996
  David F. Benson

/S/ ROBERT M. BRETHOLTZ      Director                       August 20, 1996
  Robert M. Bretholtz

- ----------------------       Director
  Sally W. Crawford


                                                         Page 10 of 17 pages

<PAGE>






                             INDEX TO EXHIBITS


<TABLE>
<CAPTION>

                                                                                        Sequential Page
        EXHIBITS                          DESCRIPTION OF EXHIBIT                            NUMBER
<S>                       <C>                                                     <C>
            4.1           Specimen common stock certificate (incorporated by
                          reference to Exhibit 4.1 to the Company's registration
                          statement on Form S-1, No. 333-3096)

            5.1           Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as             12
                          to the legality of the shares of Common Stock being
                          registered

          23.1            Consent of Coopers & Lybrand L.L.P.                                15

          23.2            Consent of Howard, Wershbale & Co.                                 16

          23.3            Consent of Leverone & Company                                      17

          23.4            Consent of Paul, Weiss, Rifkind, Wharton & Garrison
                          (included in Exhibit 5.1)

          24.1            Power of Attorney (included on the signature page of
                          this registration statement)
</TABLE>

                                                          Page 11 of 17 pages
     



<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25402}]
{"company-data": {"conformed-name": "HARBORSIDE HEALTHCARE CORP", "cik": "0001011693", "assigned-sic": "8051", "irs-number": "043307188", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-10571", "film-number": "96618730"}, "business-address": {"street1": "470 ATLANTIC AVE", "city": "BOSTON", "state": "MA", "zip": "02210", "phone": "6175561515"}, "mail-address": {"street1": "470 ATLANTIC AVE", "city": "BOSTON", "state": "MA", "zip": "02210"}}
As filed with the Securities and Exchange Commission via EDGAR on August 21,
1996
                                           Registration No._________

                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

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

     DELAWARE                                                  04-3307188
(State or other jurisdiction of                             (IRS Employer
 incorporation or organization)                              Identification No.)

                                470 ATLANTIC AVENUE
                            BOSTON, MASSACHUSETTS 02210
                                  (617) 556-1515
                (Address of Principal Executive Offices) (Zip Code)

                         HARBORSIDE HEALTHCARE CORPORATION
                        1996 LONG-TERM STOCK INCENTIVE PLAN,
                        HARBORSIDE HEALTHCARE CORPORATION
                 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                                      and
         HARBORSIDE HEALTHCARE CORPORATION DIRECTORS RETAINER FEE PLAN
                         (Full titles of the plans)

                              STEPHEN L. GUILLARD
                           CHIEF EXECUTIVE OFFICER
                      HARBORSIDE HEALTHCARE CORPORATION
                             470 ATLANTIC AVENUE
                              BOSTON, MA 02210
                   (Name and address of agent for service)

                              (617) 556-1515
       (Telephone number, including area code, of agent for service)

                               COPIES TO:
                          Carl L. Reisner, Esq.
                Paul, Weiss, Rifkind, Wharton & Garrison
                       1285 Avenue of the Americas
                      New York, New York 10019-6064
                             (212) 373-3000

                                      (COVER CONTINUED ON NEXT PAGE)
CALCULATION OF REGISTRATION FEE
Proposed            Proposed
       Title of                                  Maximum             Maximum             Amount
   Securities to be    Amount to be          Offering PriceAggregate Offering        of Registration
      Registered       Registered (1)         Per Share (2)        Price (2)             Fee (2)
Common Stock, $.01 par
    value per share     417,000 shares (3)        $ 11.75         $4,899,750.00   $       1,689.57 (6)
Common Stock, $.01 par
    value per share       80,000 shares (4)      $   8.15        $   652,000.00   $         224.83 (6)
Common Stock, $.01 par
    value per share      303,000 shares (5)        $10.06         $3,048,180.00   $       1,051.10 (6)
(1) Consists of 680,000 shares reserved for issuance under the Harborside
    Healthcare Corporation 1996 Long-Term Stock Incentive Plan, 105,000 shares
    reserved for issuance under the Harborside Healthcare 1996 Stock Option
    Plan for Non-Employee Directors and 15,000 shares reserved for issuance
    under the Harborside Healthcare Corporation Directors Retainer Fee Plan.
    This registration statement also relates to such indeterminate number of
    additional shares as may be issuable as a result of stock splits, stock
    dividends or additional similar transactions.

(2) Estimated solely for the purpose of calculating the registration fee in
    accordance with Rule 457(h)(1) under the Securities Act of 1933, as
    amended.

(3) Represents 357,000 shares reserved for issuance pursuant to stock options
    having an exercise price of $11.75 per share, granted pursuant to the
    Harborside Healthcare Corporation 1996 Long-Term Stock Incentive Plan and
    60,000 shares reserved for issuance pursuant to stock options having an
    exercise price of $11.75 per share, granted pursuant to the Harborside
    Healthcare Corporation 1996 Stock Option Plan for Non-Employee Directors.
    The registration fee for such shares was calculated in accordance with Rule
    457(h)(1) under the Securities Act of 1933, as amended, based on the
    exercise price of the options.

(4) Represents 80,000 shares reserved for issuance pursuant to stock options
    having an exercise price of $8.15 per share, granted pursuant to the
    Harborside Healthcare Corporation 1996 Long-Term Stock Incentive Plan.  The
    registration fee for such shares was calculated in accordance with Rule
    457(h)(1) under the Securities Act of 1933, as amended, based on the
    exercise price of the options.

(5) Consists of 243,000 shares reserved for issuance under the Harborside
    Healthcare Corporation 1996 Long-Term Stock Incentive Plan, 45,000 shares
    reserved for issuance under the Harborside Healthcare Corporation 1996
    Stock Option Plan for Non-Employee Directors and 15,000 shares reserved for
    issuance under the Harborside Healthcare Corporation Directors Retainer Fee
    Plan.  The registration fee for such shares was calculated in accordance
    with Rule 457(h)(1) under the Securities Act of 1933, as amended, based on
    the average of the high and low prices of the shares on August 20, 1996 as
    reported on the consolidated reporting system of the New York Stock
    Exchange.

(6) One payment in the amount of $2,965.50 has been submitted concurrently with
    this filing in payment of the aggregate Registration Fee.

                                                         Page 2 of 17 pages
PART I

           INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN INFORMATION

   Not required to be filed with this registration statement.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

   Not required to be filed with this registration statement.

                               PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

   The following documents filed by Harborside Healthcare Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

   1.   The Company's prospectus dated June 11, 1996, filed pursuant to
Rule 424(b) promulgated under the Securities Act of 1933 and relating to the
Company's registration statement on Form S-1 (Registration No. 333-3096),
which was declared effective on June 10, 1996.

   2.   The description of the Company's common stock, par value $0.01 per
share (the "Common Stock"), contained in the Company's registration statement
on Form 8-A dated April 29, 1996 and filed pursuant to Section 12(g) of the
Securities Exchange Act of 1934.

   3.   The Company's Quarterly Report on Form 10-Q, for the quarterly period
ended June 30, 1996, filed by the Company on August 14, 1996.

   All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities registered hereby have been sold
or which deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be part
hereof from the date of filing of such documents.

                                                            Page 3 of 17 pages
ITEM 4. DESCRIPTION OF SECURITIES

   Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

   Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation may indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful.

   Section 145(b) of the DGCL provides that a Delaware corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact that
such person acted in any of the capacities set forth above, against expenses
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted under similar standards, except
that no indemnification may be made in respect of any claim, issue or matter
as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine that despite
the adjudication of liability, such person is fairly and reasonably entitled
to be indemnified for such expenses which the court shall deem proper.

   Section 145 of the DGCL further provides that to the extent a director or
officer of a corporation has been successful in the defense of any action,
suit or proceeding referred to in subsections (a) and (b) or in the defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith; that
indemnification provided for by Section 145 shall not be deemed exclusive of
any other rights to which the indemnified party may be entitled; and that the
corporation may purchase and maintain insurance on behalf of a director or
officer of the corporation against any liability asserted against him or
incurred by him in any such capacity or arising out of his status as such

                                                            Page 4 of 17 pages
whether or not the corporation would have the power to indemnify him against
such liabilities under such Section 145.

   Section 102(b)(7) of the DGCL provides that a corporation in its original
certificate of incorporation or an amendment thereto validly approved by
stockholders may eliminate or limit personal liability of members of its board
of directors or governing body for breach of a director's fiduciary duty.
However, no such provision may eliminate or limit the liability of a director
for breaching his duty of loyalty, failing to act in good faith, engaging in
intentional misconduct or knowingly violating a law, paying a dividend or
approving a stock repurchase which was illegal, or obtaining an improper
personal benefit.  A provision of this type has no effect on the availability
of equitable remedies, such as injunction or rescission, for breach of
fiduciary duty.  The Company's Amended and Restated Certificate of
Incorporation contains such a provision.

   The Company's Amended and Restated Certificate of Incorporation provides
that, to the extent not prohibited by law, the Company shall indemnify any
person who is or was made, or threatened to be made, a party to any
threatened, pending or completed action, suit or proceeding (a "Proceeding"),
whether civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Company to procure a judgment
in its favor, by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was a director or officer of the
Company, or is or was serving as a director, officer, employee or agent or in
any other capacity at the request of the Company for any other company,
partnership, joint venture, trust, employee benefit plan or other enterprise
(an "Other Entity") while serving as a director or officer of the Company,
against judgments, fines, penalties, excise taxes, amounts paid in settlement
and costs, charges and expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection with such
Proceeding if such person acted in good faith and in a manner such person
believed to be in or not opposed to the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.  To the extent specified by the board
of directors of the Company at any time and to the extent not prohibited by
law, the Company may indemnify any person who is or was made, or threatened to
be made, a party to any threatened, pending or completed Proceeding, whether
civil, criminal, administrative or investigative, including, without
limitation, an action by or in the right of the Company to procure a judgment
in its favor, by reason of the fact that such person is or was an employee or
agent of the Company, or is or was serving as a director, officer, employee or
agent or in any other capacity at the request of the Company for any Other
Entity, against judgment, fines, penalties, excise taxes, amounts paid in
settlement and costs, charges and expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in connection
with such Proceeding if such person acted in good faith and in a manner such
person believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  In addition, the Company's
Amended and Restated Certificate of Incorporation also permits the board of
directors of the Company to authorize the Company to purchase and maintain
insurance against any liability asserted against any director, officer,
employee or agent of the Company arising out of his capacity as such.

                                                         Page 5 of 17 pages
The underwriting agreement between the Company and the underwriters
relating to the initial public offering of the shares of Common Stock of the
Company, registered under the Company's registration statement on Form S-1
(Registration No. 333-3096), contains provisions by which each of the
underwriters agrees to indemnify the Company, its officers and directors and
each person who controls the Company within the meaning of the Securities Act
of 1933, against certain liabilities.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8. EXHIBITS

    4.1 Specimen common stock certificate (incorporated by reference to
        Exhibit 4.1 to the Company's registration statement on Form S-1,
        No. 333-3096)

    5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to the legality
        of the shares of Common Stock being registered

   23.1 Consent of Coopers & Lybrand L.L.P.

   23.2 Consent of Howard, Wershbale & Co.

   23.3 Consent of Leverone & Company

   23.4 Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in
        Exhibit 5.1)

   24.1 Power of Attorney (included on the signature page of this registration
        statement)

                                                          Page 6 of 17 pages
ITEM 9. UNDERTAKINGS

   (a)  The undersigned registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are being
   made, a post-effective amendment to this registration statement:

               (i)  To include any prospectus required by section 10(a)(3) of
        the Securities Act of 1933;

              (ii)  To reflect in the prospectus any facts or events arising
        after the effective date of the registration statement (or the most
        recent post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement.  Notwithstanding the foregoing, any
        increase or decrease in volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the
        estimated maximum offering range may be reflected in the form of
        prospectus filed with the Securities and Exchange Commission pursuant
        to Rule 424(b) if, in the aggregate, the changes in volume and price
        represent no more than a 20% change in the maximum aggregate offering
        price set forth in the "Calculation of Registration Fee" table in the
        effective registration statement;

             (iii)  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.

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
   the information required to be included in a post-effective amendment by
   those paragraphs is contained in periodic reports filed by the registrant
   pursuant to section 13 or section 15(d) of the Securities Exchange Act of
   1934 that are incorporated by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective 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)  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)  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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of

                                                        Page 7 of 17 pages
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)  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.

                                                      Page 8 of 17 pages
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 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 Boston, Commonwealth of Massachusetts, on the 20th
day of August, 1996.

                        HARBORSIDE HEALTHCARE CORPORATION

                        By: /S/ STEPHEN L. GUILLARD
                           ------------------------      
                         Name: Stephen L. Guillard
                         Title: President, Chief Executive Officer and Director

   The registrant and each person whose signature appears below constitutes
and appoints Stephen L. Guillard, William H. Stephan and Bruce J. Beardsley
and each of them singly, his, her or its true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him, her or it
and in his, her, or its name, place and stead, in any and all capacities, to
sign and file any and all amendments (including post-effective amendments) to
this registration statement, with all exhibits thereto, and other documents in
connection therewith, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he, she, or it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

   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

 /S/ STEPHEN L. GUILLARD     President, Chief Executive     August 20, 1996
  Stephen L. Guillard         Officer and Director
                              (Principal Executive
                                  Officer)
/S/ WILLIAM H. STEPHAN       Senior Vice President and      August 20, 1996
  William H. Stephan           Chief Financial Officer
                               (Principal Financial and
                                  Accounting Officer)
/S/ DOUGLAS KRUPP            Director                       August 20, 1996
  Douglas Krupp

/S/ LAURENCE GERBER          Director                       August 20, 1996
  Laurence Gerber

                                                          Page 9 of 17 pages
Signature                   Title                            Date
                                                            
/S/ ROBERT T. BARNUM         Director                       August 20,1996 
  Robert T. Barnum

/S/ DAVID F. BENSON          Director                       August 20, 1996
  David F. Benson

/S/ ROBERT M. BRETHOLTZ      Director                       August 20, 1996
  Robert M. Bretholtz

- ----------------------       Director
  Sally W. Crawford

                                                         Page 10 of 17 pages
INDEX TO EXHIBITS
Sequential Page
        EXHIBITS                          DESCRIPTION OF EXHIBIT                            NUMBER
4.1           Specimen common stock certificate (incorporated by
                          reference to Exhibit 4.1 to the Company's registration
                          statement on Form S-1, No. 333-3096)

            5.1           Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as             12
                          to the legality of the shares of Common Stock being
                          registered

          23.1            Consent of Coopers & Lybrand L.L.P.                                15

          23.2            Consent of Howard, Wershbale & Co.                                 16

          23.3            Consent of Leverone & Company                                      17

          23.4            Consent of Paul, Weiss, Rifkind, Wharton & Garrison
                          (included in Exhibit 5.1)

          24.1            Power of Attorney (included on the signature page of
                          this registration statement)
Page 11 of 17 pages