<PAGE>


    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                            ODYSSEY HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                    43-1723043
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

                                 717 N. HARWOOD
                                   SUITE 1500
                               DALLAS, TEXAS 75201
          (Address of principal executive offices, including zip code)

                              --------------------

                   ODYSSEY HEALTHCARE, INC. STOCK OPTION PLAN
          ODYSSEY HEALTHCARE, INC. 2001 EQUITY-BASED COMPENSATION PLAN
              ODYSSEY HEALTHCARE, INC. EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)

                               RICHARD R. BURNHAM
                        CHAIRMAN OF THE BOARD, PRESIDENT
                           AND CHIEF EXECUTIVE OFFICER
                            ODYSSEY HEALTHCARE, INC.
                                 717 N. HARWOOD
                                   SUITE 1500
                               DALLAS, TEXAS 75201
                                 (214) 922-9711
           (Name, address and telephone number of agent for service)

                                    copy to:

                               JEFFREY A. CHAPMAN
                               P. GREGORY HIDALGO
                             VINSON & ELKINS L.L.P.
                          2001 ROSS AVENUE, SUITE 3700
                            DALLAS, TEXAS 75201-2975
                                 (214) 220-7700

                         CALCULATION OF REGISTRATION FEE
<Table>
<Caption>

=================================== =================== ===================== ================== ===================
                                                              Proposed             Proposed
       Title of securities             Amount to be       maximum offering     maximum aggregate      Amount of
        to be registered                registered       price per share (1)  offering price (1)  registration fee
----------------------------------- ------------------- --------------------- ------------------ -------------------

<S>                                 <C>                 <C>                   <C>                <C>
Common Stock, $0.001 par
value per share................      4,214,362 shares(2)       $12.9082          $ 54,399,817          $13,600
----------------------------------- ------------------- --------------------- ------------------ -------------------
</Table>


(1) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933, using the
    exercise price with respect to 1,078,063 shares subject to stock options
    that are currently outstanding and using the average of the high and low
    trading prices of the Registrant's Common Stock reported on the Nasdaq
    National Market on October 31, 2001 with respect to the remaining shares.

(2) Of the shares being registered hereby, 1,078,063 shares relate to shares
    issuable upon exercise of stock options granted pursuant to the Odyssey
    HealthCare, Inc. Stock Option Plan, 1,636,299 shares relate to shares
    issuable upon exercise of stock options that may in the future be granted
    pursuant to the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation
    Plan, and 1,500,000 shares relate to shares issuable upon exercise of
    purchase options that may in the future be granted pursuant to the Odyssey
    HealthCare, Inc. Employee Stock Purchase Plan. If, as a result of stock
    splits, stock dividends or similar transactions, the number of securities
    purported to be registered on this Registration Statement changes, the
    provisions of Rule 416 shall apply to this Registration Statement, and this
    Registration Statement shall be deemed to cover the additional securities
    resulting from the split of, or dividend on the securities covered by this
    Registration Statement.



================================================================================
<PAGE>



                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Odyssey HealthCare, Inc. (the "Registrant") will send or give to all
participants in the Odyssey HealthCare, Inc. Stock Option Plan, the Odyssey
HealthCare, Inc. 2001 Equity-Based Compensation Plan and the Odyssey HealthCare,
Inc. Employee Stock Purchase Plan the document(s) containing information
specified by Part I of this Form S-8 Registration Statement (the "Registration
Statement") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act"). The Registrant has not filed such document(s) with the
Commission, but such documents (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II hereof)
shall constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

         (a) The Registrant's prospectus filed on October 31, 2001 pursuant to
Rule 424(b) promulgated under the Securities Act in connection with the
Registrant's Registration Statement No. 333-51522.

         (b) The description of the Registrant's Common Stock, par value $.001
per share, contained in Item 1 of the Registrant's Registration Statement on
Form 8-A filed on October 23, 2001 pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act").

         (c) The description of the rights to purchase the Registrant's Series A
Junior Participating Preferred Stock, par value $.001 per share, contained in
Item 1 of the Registrant's Registration Statement on Form 8-A filed on November
5, 2001, pursuant to Section 12 of the Exchange Act.

         (d) The Registrant's Current Report on Form 8-K filed on November 6,
2001.

         All documents subsequently filed by the Registrant 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 that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

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 of the Delaware General Corporation Law ("DGCL") provides
that a 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


                                      -2-
<PAGE>

serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees)), 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 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity 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 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit 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 except that no
indemnification shall 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 Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

         The Registrant's Fifth Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permitted by the DGCL. In addition, as permitted by the DGCL, the Fifth
Amended and Restated Certificate of Incorporation provides that directors of the
Registrant shall have no personal liability to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to the Registrant or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (3) under Section 174 of the
DGCL or (4) for any transaction from which a director derived an improper
personal benefit. The effect of these provisions is to eliminate the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situations described above.

         The Registrant's Second Amended and Restated By-laws provides for the
indemnification of all current and former directors and all current or former
officers to the fullest extent permitted by the DGCL.

         The Registrant has entered into indemnification agreements with its
directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the future. Pursuant
to such agreements, the Registrant will, to the extent permitted by applicable
law, indemnify such persons against all expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by them in any act or
proceeding arising out of their services as a director or officer.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         Exhibit
         Number            Description

         3.1.1             Fifth Amended and Restated Certificate of
                           Incorporation of the Registrant (incorporated by
                           reference to Exhibit 3.1 to the Registrant's
                           Amendment No. 2 to Registration Statement on Form S-1
                           (File No. 333-51522) as filed with the Commission on
                           September 13, 2001).

         3.1.2             Certificate of Designation of Series A Junior
                           Participating Preferred Stock (incorporated by
                           reference to Exhibit 4.1 to the Registrant's
                           Registration Statement on Form 8-A as filed with the
                           Commission on November 5, 2001).



                                      -3-

<PAGE>


         3.2               Second Amended and Restated Bylaws of the Registrant
                           (incorporated by reference to Exhibit 3.2 to the
                           Registrant's Registration Statement on Form S-1 (File
                           No. 333-51522) as filed with the Commission on
                           December 8, 2000).

         4.1               Form of Stock Certificate (incorporated by reference
                           to Exhibit 4.1 to the Registrant's Amendment No. 1 to
                           Registration Statement on Form S-1 (File No.
                           333-51522) as filed with the Commission on August 2,
                           2001).

         4.2               Rights Agreement, dated as of November 5, 2001, by
                           and between the Registrant and U.S. Stock Transfer
                           Corporation, as Rights Agent (incorporated by
                           reference to Exhibit 4.1 to the Registrant's
                           Registration Statement on Form 8-A as filed with the
                           Commission on November 5, 2001).

         4.3               Odyssey HealthCare, Inc. Stock Option Plan
                           (incorporated by reference to Exhibit 10.5.1 to the
                           Registrant's Registration Statement on Form S-1 (File
                           No. 333-51522) as filed with the Commission on
                           December 8, 2000).

         4.3               First Amendment to Odyssey HealthCare, Inc. Stock
                           Option Plan (incorporated by reference to Exhibit
                           10.5.2 to the Registrant's Amendment No. 2 to
                           Registration Statement on Form S-1 (File No.
                           333-51522) as filed with the Commission on September
                           13, 2001).

         4.4               Odyssey HealthCare, Inc. 2001 Equity-Based
                           Compensation Plan (incorporated by reference to
                           Exhibit 10.6 to the Registrant's Amendment No. 2 to
                           Registration Statement on Form S-1 (File No.
                           333-51522) as filed with the Commission on September
                           13, 2001).

         4.5               Odyssey HealthCare, Inc. Employee Stock Purchase Plan
                           (incorporated by reference to Exhibit 10.7 to the
                           Registrant's Amendment No. 2 to Registration
                           Statement on Form S-1 (File No. 333-51522) as filed
                           with the Commission on September 13, 2001).

         5.1*              Opinion of Vinson & Elkins L.L.P.

         23.1*             Consent of Ernst & Young LLP.

         23.3*             Consent of Vinson & Elkins L.L.P. (included in the
                           opinion filed as Exhibit 5.1 hereto).

         24.1*             Powers of Attorney (included in the signature pages
                           hereto).

----------

*Filed herewith

ITEM 9. UNDERTAKINGS.

         (a) The 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;

                           (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; and


                                      -4-
<PAGE>

                           (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 (1)(i) and (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 Exchange Act
         that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.



                                      -5-
<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, in the City of Dallas, State of Texas, on the 7th day of November,
2001.

                                      ODYSSEY HEALTHCARE, INC.


                                      By: /s/ RICHARD R. BURNHAM
                                          ----------------------------------
                                          Richard R. Burnham
                                          President, Chief Executive Officer and
                                          Chairman of the Board

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below authorizes and
appoints Richard R. Burnham, as his attorney-in-fact to execute in the name of
such person and to file any amendments to this Registration Statement necessary
or advisable to enable the Registrant to comply with the Securities Act and any
rules, regulations and requirements of the registration of the securities which
are the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact may deem
appropriate.


<Table>
<Caption>

                  Signature                                       Title                              Date
                  ---------                                       -----                              ----

<S>                                                 <C>                                       <C>
     /s/ RICHARD R. BURNHAM
---------------------------------
        Richard R. Burnham                          President, Chief Executive Officer        November 7, 2001
                                                        and Chairman of the Board
                                                      (Principal Executive Officer)


       /s/ DAVID C. GASMIRE
---------------------------------
         David C. Gasmire                              Executive Vice President, Chief        November 7, 2001
                                                      Operating Officer and Assistant
                                                                 Secretary


       /s/ DOUGLAS B. CANNON
---------------------------------
         Douglas B. Cannon                             Vice President, Chief Financial        November 7, 2001
                                                      Officer, Secretary and Treasurer
                                                          (Principal Financial and
                                                            Accounting Officer)


       /s/ DAVID W. CROSS
---------------------------------
         David W. Cross                                            Director                   November 7, 2001


        /s/ ALEXANDER MCGRATH
---------------------------------
          Alexander McGrath                                        Director                   November 7, 2001


</Table>



<PAGE>
<Table>
<S>                                                                <C>                        <C>


        /s/ MARTIN S. RASH
---------------------------------
          Martin S. Rash                                           Director                   November 7, 2001


       /s/ DAVID L. STEFFY
---------------------------------
         David L. Steffy                                           Director                   November 7, 2001


        /s/ MARK A. WAN
---------------------------------
           Mark A. Wan                                             Director                   November 7, 2001
</Table>





<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>

EXHIBIT
NUMBER            DESCRIPTION
------            -----------
<S>               <C>

3.1.1             Fifth Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Amendment No. 2 to Registration Statement on Form
                  S-1 (File No. 333-51522) as filed with the Commission on
                  September 13, 2001).

3.1.2             Certificate of Designation of Series A Junior Participating
                  Preferred Stock (incorporated by reference to Exhibit 4.1 to
                  the Registrant's Registration Statement on Form 8-A as filed
                  with the Commission on November 5, 2001).

3.2               Second Amended and Restated Bylaws of the Registrant
                  (incorporated by reference to Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-1 (File No. 333-51522) as
                  filed with the Commission on December 8, 2000).

4.1               Form of Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Registrant's Amendment No. 1 to
                  Registration Statement on Form S-1 (File No. 333-51522) as
                  filed with the Commission on August 2, 2001).

4.2               Rights Agreement, dated as of November 5, 2001, by and between
                  the Registrant and U.S. Stock Transfer Corporation, as Rights
                  Agent (incorporated by reference to Exhibit 4.1 to the
                  Registrant's Registration Statement on Form 8-A as filed with
                  the Commission on November 5, 2001).

4.3               Odyssey HealthCare, Inc. Stock Option Plan (incorporated by
                  reference to Exhibit 10.5.1 to the Registrant's Registration
                  Statement on Form S-1 (File No. 333-51522) as filed with the
                  Commission on December 8, 2000).

4.3               First Amendment to Odyssey HealthCare, Inc. Stock Option Plan
                  (incorporated by reference to Exhibit 10.5.2 to the
                  Registrant's Amendment No. 2 to Registration Statement on Form
                  S-1 (File No. 333-51522) as filed with the Commission on
                  September 13, 2001).

4.4               Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan
                  (incorporated by reference to Exhibit 10.6 to the Registrant's
                  Amendment No. 2 to Registration Statement on Form S-1 (File
                  No. 333-51522) as filed with the Commission on September 13,
                  2001).

4.5               Odyssey HealthCare, Inc. Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 10.7 to the Registrant's
                  Amendment No. 2 to Registration Statement on Form S-1 (File
                  No. 333-51522) as filed with the Commission on September 13,
                  2001).

5.1*              Opinion of Vinson & Elkins L.L.P.

23.1*             Consent of Ernst & Young LLP.

23.3*             Consent of Vinson & Elkins L.L.P. (included in the opinion
                  filed as Exhibit 5.1 hereto).

24.1*             Powers of Attorney (included in the signature pages hereto).
</Table>


----------
*Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "d91897s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 28064}]
{"company-data": {"conformed-name": "ODYSSEY HEALTHCARE INC", "cik": "0001129623", "assigned-sic": "8050", "irs-number": "431723043", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72888", "film-number": "1776739"}, "business-address": {"street1": "717 N HARWOOD", "street2": "SUITE 1500", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2149229711"}, "mail-address": {"street1": "717 N HARWOOD", "street2": "SUITE 1500", "city": "DALLAS", "state": "TX", "zip": "75201"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 2001
                                                      Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

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

                                   ----------

                            ODYSSEY HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                    43-1723043
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                    Identification No.)

                                 717 N. HARWOOD
                                   SUITE 1500
                               DALLAS, TEXAS 75201
          (Address of principal executive offices, including zip code)

                              --------------------

                   ODYSSEY HEALTHCARE, INC. STOCK OPTION PLAN
          ODYSSEY HEALTHCARE, INC. 2001 EQUITY-BASED COMPENSATION PLAN
              ODYSSEY HEALTHCARE, INC. EMPLOYEE STOCK PURCHASE PLAN

                            (Full title of the plan)

                               RICHARD R. BURNHAM
                        CHAIRMAN OF THE BOARD, PRESIDENT
                           AND CHIEF EXECUTIVE OFFICER
                            ODYSSEY HEALTHCARE, INC.
                                 717 N. HARWOOD
                                   SUITE 1500
                               DALLAS, TEXAS 75201
                                 (214) 922-9711
           (Name, address and telephone number of agent for service)

                                    copy to:

                               JEFFREY A. CHAPMAN
                               P. GREGORY HIDALGO
                             VINSON & ELKINS L.L.P.
                          2001 ROSS AVENUE, SUITE 3700
                            DALLAS, TEXAS 75201-2975
                                 (214) 220-7700

                         CALCULATION OF REGISTRATION FEE
=================================== =================== ===================== ================== ===================
                                                              Proposed             Proposed
       Title of securities             Amount to be       maximum offering     maximum aggregate      Amount of
        to be registered                registered       price per share (1)  offering price (1)  registration fee
----------------------------------- ------------------- --------------------- ------------------ -------------------
Common Stock, $0.001 par
value per share................      4,214,362 shares(2)       $12.9082          $ 54,399,817          $13,600
----------------------------------- ------------------- --------------------- ------------------ -------------------
(1) Estimated solely for purposes of calculating the registration fee in
    accordance with Rule 457(h) under the Securities Act of 1933, using the
    exercise price with respect to 1,078,063 shares subject to stock options
    that are currently outstanding and using the average of the high and low
    trading prices of the Registrant's Common Stock reported on the Nasdaq
    National Market on October 31, 2001 with respect to the remaining shares.

(2) Of the shares being registered hereby, 1,078,063 shares relate to shares
    issuable upon exercise of stock options granted pursuant to the Odyssey
    HealthCare, Inc. Stock Option Plan, 1,636,299 shares relate to shares
    issuable upon exercise of stock options that may in the future be granted
    pursuant to the Odyssey HealthCare, Inc. 2001 Equity-Based Compensation
    Plan, and 1,500,000 shares relate to shares issuable upon exercise of
    purchase options that may in the future be granted pursuant to the Odyssey
    HealthCare, Inc. Employee Stock Purchase Plan. If, as a result of stock
    splits, stock dividends or similar transactions, the number of securities
    purported to be registered on this Registration Statement changes, the
    provisions of Rule 416 shall apply to this Registration Statement, and this
    Registration Statement shall be deemed to cover the additional securities
    resulting from the split of, or dividend on the securities covered by this
    Registration Statement.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Odyssey HealthCare, Inc. (the "Registrant") will send or give to all
participants in the Odyssey HealthCare, Inc. Stock Option Plan, the Odyssey
HealthCare, Inc. 2001 Equity-Based Compensation Plan and the Odyssey HealthCare,
Inc. Employee Stock Purchase Plan the document(s) containing information
specified by Part I of this Form S-8 Registration Statement (the "Registration
Statement") as specified in Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Securities Act"). The Registrant has not filed such document(s) with the
Commission, but such documents (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II hereof)
shall constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

         (a) The Registrant's prospectus filed on October 31, 2001 pursuant to
Rule 424(b) promulgated under the Securities Act in connection with the
Registrant's Registration Statement No. 333-51522.

         (b) The description of the Registrant's Common Stock, par value $.001
per share, contained in Item 1 of the Registrant's Registration Statement on
Form 8-A filed on October 23, 2001 pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act").

         (c) The description of the rights to purchase the Registrant's Series A
Junior Participating Preferred Stock, par value $.001 per share, contained in
Item 1 of the Registrant's Registration Statement on Form 8-A filed on November
5, 2001, pursuant to Section 12 of the Exchange Act.

         (d) The Registrant's Current Report on Form 8-K filed on November 6,
2001.

         All documents subsequently filed by the Registrant 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 that deregisters all securities then remaining unsold shall also be
deemed to be incorporated by reference herein and to be a part hereof from the
dates of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

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 of the Delaware General Corporation Law ("DGCL") provides
that a 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

                                      -2-
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees)), 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 further
provides that a corporation similarly may indemnify any such person serving in
any such capacity 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 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, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit 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 except that no
indemnification shall 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 Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

         The Registrant's Fifth Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permitted by the DGCL. In addition, as permitted by the DGCL, the Fifth
Amended and Restated Certificate of Incorporation provides that directors of the
Registrant shall have no personal liability to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except (1) for any breach of the director's duty of loyalty to the Registrant or
its stockholders, (2) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, (3) under Section 174 of the
DGCL or (4) for any transaction from which a director derived an improper
personal benefit. The effect of these provisions is to eliminate the rights of
the Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
grossly negligent behavior), except in the situations described above.

         The Registrant's Second Amended and Restated By-laws provides for the
indemnification of all current and former directors and all current or former
officers to the fullest extent permitted by the DGCL.

         The Registrant has entered into indemnification agreements with its
directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the future. Pursuant
to such agreements, the Registrant will, to the extent permitted by applicable
law, indemnify such persons against all expenses, including attorneys' fees,
judgments, fines and settlement amounts incurred by them in any act or
proceeding arising out of their services as a director or officer.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         Exhibit
         Number            Description

         3.1.1             Fifth Amended and Restated Certificate of
                           Incorporation of the Registrant (incorporated by
                           reference to Exhibit 3.1 to the Registrant's
                           Amendment No. 2 to Registration Statement on Form S-1
                           (File No. 333-51522) as filed with the Commission on
                           September 13, 2001).

         3.1.2             Certificate of Designation of Series A Junior
                           Participating Preferred Stock (incorporated by
                           reference to Exhibit 4.1 to the Registrant's
                           Registration Statement on Form 8-A as filed with the
                           Commission on November 5, 2001).

                                      -3-
3.2               Second Amended and Restated Bylaws of the Registrant
                           (incorporated by reference to Exhibit 3.2 to the
                           Registrant's Registration Statement on Form S-1 (File
                           No. 333-51522) as filed with the Commission on
                           December 8, 2000).

         4.1               Form of Stock Certificate (incorporated by reference
                           to Exhibit 4.1 to the Registrant's Amendment No. 1 to
                           Registration Statement on Form S-1 (File No.
                           333-51522) as filed with the Commission on August 2,
                           2001).

         4.2               Rights Agreement, dated as of November 5, 2001, by
                           and between the Registrant and U.S. Stock Transfer
                           Corporation, as Rights Agent (incorporated by
                           reference to Exhibit 4.1 to the Registrant's
                           Registration Statement on Form 8-A as filed with the
                           Commission on November 5, 2001).

         4.3               Odyssey HealthCare, Inc. Stock Option Plan
                           (incorporated by reference to Exhibit 10.5.1 to the
                           Registrant's Registration Statement on Form S-1 (File
                           No. 333-51522) as filed with the Commission on
                           December 8, 2000).

         4.3               First Amendment to Odyssey HealthCare, Inc. Stock
                           Option Plan (incorporated by reference to Exhibit
                           10.5.2 to the Registrant's Amendment No. 2 to
                           Registration Statement on Form S-1 (File No.
                           333-51522) as filed with the Commission on September
                           13, 2001).

         4.4               Odyssey HealthCare, Inc. 2001 Equity-Based
                           Compensation Plan (incorporated by reference to
                           Exhibit 10.6 to the Registrant's Amendment No. 2 to
                           Registration Statement on Form S-1 (File No.
                           333-51522) as filed with the Commission on September
                           13, 2001).

         4.5               Odyssey HealthCare, Inc. Employee Stock Purchase Plan
                           (incorporated by reference to Exhibit 10.7 to the
                           Registrant's Amendment No. 2 to Registration
                           Statement on Form S-1 (File No. 333-51522) as filed
                           with the Commission on September 13, 2001).

         5.1*              Opinion of Vinson & Elkins L.L.P.

         23.1*             Consent of Ernst & Young LLP.

         23.3*             Consent of Vinson & Elkins L.L.P. (included in the
                           opinion filed as Exhibit 5.1 hereto).

         24.1*             Powers of Attorney (included in the signature pages
                           hereto).

----------

*Filed herewith

ITEM 9. UNDERTAKINGS.

         (a) The 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;

                           (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; and

                                      -4-
(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 (1)(i) and (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 Exchange Act
         that are incorporated by reference in this Registration Statement.

                  (2) That, for the purpose of determining any liability under
         the Securities Act, 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 Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.

                                      -5-
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 Dallas, State of Texas, on the 7th day of November,
2001.

                                      ODYSSEY HEALTHCARE, INC.

                                      By: /s/ RICHARD R. BURNHAM
                                          ----------------------------------
                                          Richard R. Burnham
                                          President, Chief Executive Officer and
                                          Chairman of the Board

         Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated. Each person whose signature appears below authorizes and
appoints Richard R. Burnham, as his attorney-in-fact to execute in the name of
such person and to file any amendments to this Registration Statement necessary
or advisable to enable the Registrant to comply with the Securities Act and any
rules, regulations and requirements of the registration of the securities which
are the subject of this Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact may deem
appropriate.
Signature                                       Title                              Date
                  ---------                                       -----                              ----
/s/ RICHARD R. BURNHAM
---------------------------------
        Richard R. Burnham                          President, Chief Executive Officer        November 7, 2001
                                                        and Chairman of the Board
                                                      (Principal Executive Officer)

       /s/ DAVID C. GASMIRE
---------------------------------
         David C. Gasmire                              Executive Vice President, Chief        November 7, 2001
                                                      Operating Officer and Assistant
                                                                 Secretary

       /s/ DOUGLAS B. CANNON
---------------------------------
         Douglas B. Cannon                             Vice President, Chief Financial        November 7, 2001
                                                      Officer, Secretary and Treasurer
                                                          (Principal Financial and
                                                            Accounting Officer)

       /s/ DAVID W. CROSS
---------------------------------
         David W. Cross                                            Director                   November 7, 2001

        /s/ ALEXANDER MCGRATH
---------------------------------
          Alexander McGrath                                        Director                   November 7, 2001
/s/ MARTIN S. RASH
---------------------------------
          Martin S. Rash                                           Director                   November 7, 2001

       /s/ DAVID L. STEFFY
---------------------------------
         David L. Steffy                                           Director                   November 7, 2001

        /s/ MARK A. WAN
---------------------------------
           Mark A. Wan                                             Director                   November 7, 2001
INDEX TO EXHIBITS
EXHIBIT
NUMBER            DESCRIPTION
------            -----------
3.1.1             Fifth Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference to Exhibit 3.1 to the
                  Registrant's Amendment No. 2 to Registration Statement on Form
                  S-1 (File No. 333-51522) as filed with the Commission on
                  September 13, 2001).

3.1.2             Certificate of Designation of Series A Junior Participating
                  Preferred Stock (incorporated by reference to Exhibit 4.1 to
                  the Registrant's Registration Statement on Form 8-A as filed
                  with the Commission on November 5, 2001).

3.2               Second Amended and Restated Bylaws of the Registrant
                  (incorporated by reference to Exhibit 3.2 to the Registrant's
                  Registration Statement on Form S-1 (File No. 333-51522) as
                  filed with the Commission on December 8, 2000).

4.1               Form of Stock Certificate (incorporated by reference to
                  Exhibit 4.1 to the Registrant's Amendment No. 1 to
                  Registration Statement on Form S-1 (File No. 333-51522) as
                  filed with the Commission on August 2, 2001).

4.2               Rights Agreement, dated as of November 5, 2001, by and between
                  the Registrant and U.S. Stock Transfer Corporation, as Rights
                  Agent (incorporated by reference to Exhibit 4.1 to the
                  Registrant's Registration Statement on Form 8-A as filed with
                  the Commission on November 5, 2001).

4.3               Odyssey HealthCare, Inc. Stock Option Plan (incorporated by
                  reference to Exhibit 10.5.1 to the Registrant's Registration
                  Statement on Form S-1 (File No. 333-51522) as filed with the
                  Commission on December 8, 2000).

4.3               First Amendment to Odyssey HealthCare, Inc. Stock Option Plan
                  (incorporated by reference to Exhibit 10.5.2 to the
                  Registrant's Amendment No. 2 to Registration Statement on Form
                  S-1 (File No. 333-51522) as filed with the Commission on
                  September 13, 2001).

4.4               Odyssey HealthCare, Inc. 2001 Equity-Based Compensation Plan
                  (incorporated by reference to Exhibit 10.6 to the Registrant's
                  Amendment No. 2 to Registration Statement on Form S-1 (File
                  No. 333-51522) as filed with the Commission on September 13,
                  2001).

4.5               Odyssey HealthCare, Inc. Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 10.7 to the Registrant's
                  Amendment No. 2 to Registration Statement on Form S-1 (File
                  No. 333-51522) as filed with the Commission on September 13,
                  2001).

5.1*              Opinion of Vinson & Elkins L.L.P.

23.1*             Consent of Ernst & Young LLP.

23.3*             Consent of Vinson & Elkins L.L.P. (included in the opinion
                  filed as Exhibit 5.1 hereto).

24.1*             Powers of Attorney (included in the signature pages hereto).
----------
*Filed herewith