<PAGE>   1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998

                                                REGISTRATION NO. 333-

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         NORTHSTAR HEALTH SERVICES, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                   25-1697152
         --------                                   ----------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

    665 Philadelphia Street
     Indiana, Pennsylvania                             15701
     ---------------------                             -----
(Address of Principal Executive Offices)             (Zip Code)


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

                         NORTHSTAR HEALTH SERVICES, INC.
                             1997 STOCK OPTION PLAN
                              (Full title of plan)

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

           Thomas W. Zaucha, Chairman of the Board, President and CEO

                         Northstar Health Services, Inc.
                             665 Philadelphia Street
                           Indiana, Pennsylvania 15701
                           ---------------------------
                     (Name and address of agent for service)
                                 (724) 465-3200
                                 --------------
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                            Robin M. Wilder, Esquire
                          Duane, Morris & Heckscher LLP
                       305 North Front Street, Fifth Floor
                                  P.O. Box 1003
                       Harrisburg, Pennsylvania 17108-1003

<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                      Proposed               Proposed
 Title of securities         Amount to be         maximum offering       maximum aggregate          Amount of
  to be registered           registered(1)       price per share(2)      offering price(2)      registration fee
--------------------------------------------------------------------------------------------------------------------
<S>                        <C>                         <C>                   <C>                     <C>    
Common Stock,              1,000,000 shares            $0.703                $703,000                $207.39
par value $.01
====================================================================================================================
</TABLE>

(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the 1997 Stock Option Plan.
(2)   Estimated solely for the purpose of calculating the registration fee based
      on the average high and low prices of the Common Stock of the Company on
      June 15, 1998.


<PAGE>   2





                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information in Part I of this Registration
Statement will be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as a part of this Registration
Statement or as prospectus supplements pursuant to Rule 424 promulgated under
the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written request, any documents incorporated herein by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus) other documents
required to be delivered to eligible employees pursuant to Rule 428(b)
promulgated under the Securities Act or additional information about Northstar
Health Services, Inc. 1997 Stock Option Plan and its administrators are
available without charge by contacting:


                               Investor Relations Department         
                               Northstar Health Services, Inc.       
                               665 Philadelphia Street, P.O. Box 1289
                               Indiana, PA 15701                     
                               (724) 349-7500                        
                               




                                      II-2


<PAGE>   3


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 1.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-K of Northstar Health Services, Inc.
(the "Company") for the year ended December 31, 1997 as filed by the Company
with the Commission.

         (b) The  Company's  Form 10-Q Report for the quarter  ended March 31, 
1998 as filed by the Company with the Commission.

         (c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission under the
Securities Act of 1933, as amended, on June 3, 1993 and the Registration
Statement on Form S-3 filed with the Commission under the Securities Act of
1933, as amended, on December 15, 1995.

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of this Registration Statement, in each case filed
by the Company prior to the termination of the offering of the securities
offered hereby, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for the 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 herein by reference, 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 2.  DESCRIPTION OF SECURITIES.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

ITEM 3.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The consolidated financial statements and schedules of the Company as
of December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 incorporated by reference in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said 




                                      II-3
<PAGE>   4


reports. Said reports contain a modification regarding the Company's ability to
continue as a going concern.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Harrisburg, Pennsylvania.

ITEM 4.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to 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, 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. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful.

         In the case of an action or suit by or in the right of the corporation
to procure a judgment in its favor, Section 145 empowers a corporation to
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 reason of the fact
that he is or was acting in any of the capacities set forth above against
expenses (including attorneys' fees) actually and reasonably incurred by him 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, except that indemnification is not permitted
in respect of any claim, issue or matter as to which such person is 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 determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper.

         Section 145 further provides: That a Delaware corporation is required
to indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 



                                      II-4

<PAGE>   5


shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liability under
Section 145. A Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion or (iii) by the
stockholders.

         Article VII of the Company's amended By-laws provides for
indemnification of directors and officers of the Company to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as presently
or hereafter in effect.

         The Company maintains professional malpractice liability insurance up
to $7,000,000 in the aggregate on all of its professional employees.

ITEM 5.  EXEMPTION FROM REGISTRATION CLAIMED.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

ITEM 6.  EXHIBITS.

(4)      Northstar Health Services, Inc. 1997 Stock Option Plan
(5)      Opinion of Duane, Morris & Heckscher LLP
(23)(A)  Consent of Duane, Morris & Heckscher LLP (included in their opinion 
         filed as Exhibit 5)
(23)(B)  Consent of Arthur Andersen LLP
(24)     Power of Attorney (see page II-7 of this Registration Statement)



                                      II-5


<PAGE>   6


ITEM 7.  UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (b) that for purposes of determining any liability under the 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 offer thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the 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.

         The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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.





                                      II-6

<PAGE>   7



                                   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 Indiana, Pennsylvania on June 11, 1998.

                                  NORTHSTAR HEALTH SERVICES, INC.

                                  By: /s/ Thomas W. Zaucha
                                     ------------------------------------------
                                      Thomas W. Zaucha, Chairman of the
                                      Board, Director, President and CEO
                                      (Principal Executive Officer)

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Thomas W. Zaucha and Lisa S. Guarino, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

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


<TABLE>
<CAPTION>
Signature                                                   Title                       Date
---------                                                   -----                       ----

<S>                                               <C>                                   <C> 
/s/ Thomas W. Zaucha                               Chairman of the Board,               June 11, 1998
----------------------------------             Director, President, and Chief
Thomas W. Zaucha                                     Executive Officer
                                                (Principal Executive Officer)
                                                                               


/s/ Lisa S. Guarino                       Executive Vice President, Chief Financial     June 11, 1998
----------------------------------                 Officer, and Treasurer
Lisa S. Guarino                                   (Principal Accounting and
                                                      Financial Officer)
                                                                                   
</TABLE>



                                      II-7


<PAGE>   8



<TABLE>
<CAPTION>
Signature                                                  Title                        Date
---------                                                  -----                        ----

<S>                                                     <C>                            <C> 
/s/ Lawrence F. Jindra
----------------------------------
Lawrence F. Jindra                                        Director                      June 11, 1998


/s/ James H. McElwain                                     Director                      June 11, 1998
----------------------------------
James H. McElwain


/s/ Mark G. Mykityshyn                                    Director                      June 11, 1998
----------------------------------
Mark G. Mykityshyn

/s/ Roger J. Reschini                                     Director                      June 11, 1998
----------------------------------
Roger J. Reschini

/s/ David B. White                                        Director                      June 15, 1998
----------------------------------
David B. White




</TABLE>



                                      II-8


<PAGE>   9



                                  EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)


EXHIBIT NO.                  EXHIBIT

(4)           Northstar Health Services, Inc. 1997 Stock Option Plan.

(5)           Opinion of Duane, Morris & Heckscher LLP.

(23)(A)       Consent of Duane, Morris & Heckscher LLP (included in their
              opinion filed as Exhibit 5).

(23)(B)       Consent of Arthur Andersen LLP.

(24)          Power of Attorney (see page II-7 of this Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "NORTHSTAR HEALTH SERVICES, INC.", "secsgml_size_bytes": 22007}]
{"company-data": {"conformed-name": "NORTHSTAR HEALTH SERVICES INC", "cik": "0000896880", "assigned-sic": "8090", "irs-number": "251697152", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57051", "film-number": "98649821"}, "business-address": {"street1": "665 PHILADELPHIA ST", "street2": "FOSTER PLZA 9", "city": "INDIANA", "state": "PA", "zip": "15701", "phone": "4124653232"}, "mail-address": {"street1": "665 PHILADELPHIA STREET", "street2": "FOSTER PLAZA 9", "city": "INDIANA", "state": "PA", "zip": "15701"}}
1
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 17, 1998

                                                REGISTRATION NO. 333-

==============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                         NORTHSTAR HEALTH SERVICES, INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                   25-1697152
         --------                                   ----------
  (State or other jurisdiction of          (I.R.S. Employer Identification No.)
   incorporation or organization)

    665 Philadelphia Street
     Indiana, Pennsylvania                             15701
     ---------------------                             -----
(Address of Principal Executive Offices)             (Zip Code)

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

                         NORTHSTAR HEALTH SERVICES, INC.
                             1997 STOCK OPTION PLAN
                              (Full title of plan)

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

           Thomas W. Zaucha, Chairman of the Board, President and CEO

                         Northstar Health Services, Inc.
                             665 Philadelphia Street
                           Indiana, Pennsylvania 15701
                           ---------------------------
                     (Name and address of agent for service)
                                 (724) 465-3200
                                 --------------
                     (Telephone number, including area code,
                              of agent for service)

                                    Copy to:
                            Robin M. Wilder, Esquire
                          Duane, Morris & Heckscher LLP
                       305 North Front Street, Fifth Floor
                                  P.O. Box 1003
                       Harrisburg, Pennsylvania 17108-1003
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                      Proposed               Proposed
 Title of securities         Amount to be         maximum offering       maximum aggregate          Amount of
  to be registered           registered(1)       price per share(2)      offering price(2)      registration fee
--------------------------------------------------------------------------------------------------------------------
Common Stock,              1,000,000 shares            $0.703                $703,000                $207.39
par value $.01
====================================================================================================================
(1)   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
      this registration statement also covers an indeterminate amount of
      interests to be offered or sold pursuant to the 1997 Stock Option Plan.
(2)   Estimated solely for the purpose of calculating the registration fee based
      on the average high and low prices of the Common Stock of the Company on
      June 15, 1998.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

         The documents containing the information in Part I of this Registration
Statement will be sent or given to employees as specified by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Such documents are not required to be and are not filed with the Securities and
Exchange Commission (the "Commission") either as a part of this Registration
Statement or as prospectus supplements pursuant to Rule 424 promulgated under
the Securities Act. These documents and the documents incorporated by reference
in this Registration Statement pursuant to Item 3 of Part II of this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Upon written request, any documents incorporated herein by reference in
Item 3 of Part II of this Registration Statement (which documents are
incorporated by reference in this Section 10(a) Prospectus) other documents
required to be delivered to eligible employees pursuant to Rule 428(b)
promulgated under the Securities Act or additional information about Northstar
Health Services, Inc. 1997 Stock Option Plan and its administrators are
available without charge by contacting:

                               Investor Relations Department         
                               Northstar Health Services, Inc.       
                               665 Philadelphia Street, P.O. Box 1289
                               Indiana, PA 15701                     
                               (724) 349-7500                        
                               

                                      II-2
3

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following material is incorporated herein by reference:

         (a) The Annual Report on Form 10-K of Northstar Health Services, Inc.
(the "Company") for the year ended December 31, 1997 as filed by the Company
with the Commission.

         (b) The  Company's  Form 10-Q Report for the quarter  ended March 31, 
1998 as filed by the Company with the Commission.

         (c) The description of the Company's Common Stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission under the
Securities Act of 1933, as amended, on June 3, 1993 and the Registration
Statement on Form S-3 filed with the Commission under the Securities Act of
1933, as amended, on December 15, 1995.

         All reports or other documents filed pursuant to Sections 13, 14 and
15(d) of the Securities and Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of this Registration Statement, in each case filed
by the Company prior to the termination of the offering of the securities
offered hereby, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
reports and documents. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for the 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 herein by reference, 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 2.  DESCRIPTION OF SECURITIES.

         No answer to this item is required because the class of securities to
be offered is registered under Section 12 of the Exchange Act.

ITEM 3.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The consolidated financial statements and schedules of the Company as
of December 31, 1997 and 1996 and for each of the years in the three-year period
ended December 31, 1997 incorporated by reference in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said 

                                      II-3
4

reports. Said reports contain a modification regarding the Company's ability to
continue as a going concern.

         The validity of the issuance of the shares of Common Stock registered
hereby will be passed upon for the Company by Duane, Morris & Heckscher LLP,
Harrisburg, Pennsylvania.

ITEM 4.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to 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, 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. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which 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 reasonable cause to believe that his conduct was unlawful.

         In the case of an action or suit by or in the right of the corporation
to procure a judgment in its favor, Section 145 empowers a corporation to
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 reason of the fact
that he is or was acting in any of the capacities set forth above against
expenses (including attorneys' fees) actually and reasonably incurred by him 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, except that indemnification is not permitted
in respect of any claim, issue or matter as to which such person is 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 determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
deems proper.

         Section 145 further provides: That a Delaware corporation is required
to indemnify a director, officer, employee or agent against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with any
action, suit or proceeding or in defense of any claim, issue or matter therein
as to which such person has been successful on the merits or otherwise; that
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 

                                      II-4
5

shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer against any liability asserted against him and incurred by
him in any such capacity or arising out of his status as such whether or not the
corporation would have the power to indemnify him against such liability under
Section 145. A Delaware corporation may provide indemnification only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct. Such determination is to be made (i)
by the board of directors by a majority vote of a quorum consisting of directors
who were not party to such action, suit or proceeding, or (ii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of disinterested directors
so directs, by independent legal counsel in a written opinion or (iii) by the
stockholders.

         Article VII of the Company's amended By-laws provides for
indemnification of directors and officers of the Company to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as presently
or hereafter in effect.

         The Company maintains professional malpractice liability insurance up
to $7,000,000 in the aggregate on all of its professional employees.

ITEM 5.  EXEMPTION FROM REGISTRATION CLAIMED.

         No answer to this item is required because no restricted securities are
to be reoffered or resold pursuant to this Registration Statement.

ITEM 6.  EXHIBITS.

(4)      Northstar Health Services, Inc. 1997 Stock Option Plan
(5)      Opinion of Duane, Morris & Heckscher LLP
(23)(A)  Consent of Duane, Morris & Heckscher LLP (included in their opinion 
         filed as Exhibit 5)
(23)(B)  Consent of Arthur Andersen LLP
(24)     Power of Attorney (see page II-7 of this Registration Statement)

                                      II-5
6

ITEM 7.  UNDERTAKINGS.

         The registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (b) that for purposes of determining any liability under the 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 offer thereof; and

         (c) 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.

         The undersigned registrant hereby further undertakes that, for purposes
of determining any liability under the 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.

         The undersigned registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers and controlling persons of the registrant, 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.

                                      II-6
7

                                   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 Indiana, Pennsylvania on June 11, 1998.

                                  NORTHSTAR HEALTH SERVICES, INC.

                                  By: /s/ Thomas W. Zaucha
                                     ------------------------------------------
                                      Thomas W. Zaucha, Chairman of the
                                      Board, Director, President and CEO
                                      (Principal Executive Officer)

         Know all men by these presents, that each person whose signature
appears below constitutes and appoints Thomas W. Zaucha and Lisa S. Guarino, and
each or either of them, as such person's true and lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such person's
name, place and stead, in any and all capacities to sign any or all amendments
or post-effective amendments to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done
by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
Signature                                                   Title                       Date
---------                                                   -----                       ----
/s/ Thomas W. Zaucha                               Chairman of the Board,               June 11, 1998
----------------------------------             Director, President, and Chief
Thomas W. Zaucha                                     Executive Officer
                                                (Principal Executive Officer)
                                                                               

/s/ Lisa S. Guarino                       Executive Vice President, Chief Financial     June 11, 1998
----------------------------------                 Officer, and Treasurer
Lisa S. Guarino                                   (Principal Accounting and
                                                      Financial Officer)
II-7
8
Signature                                                  Title                        Date
---------                                                  -----                        ----
/s/ Lawrence F. Jindra
----------------------------------
Lawrence F. Jindra                                        Director                      June 11, 1998

/s/ James H. McElwain                                     Director                      June 11, 1998
----------------------------------
James H. McElwain

/s/ Mark G. Mykityshyn                                    Director                      June 11, 1998
----------------------------------
Mark G. Mykityshyn

/s/ Roger J. Reschini                                     Director                      June 11, 1998
----------------------------------
Roger J. Reschini

/s/ David B. White                                        Director                      June 15, 1998
----------------------------------
David B. White
II-8
9

                                  EXHIBIT INDEX

                    (PURSUANT TO ITEM 601 OF REGULATION S-K)

EXHIBIT NO.                  EXHIBIT

(4)           Northstar Health Services, Inc. 1997 Stock Option Plan.

(5)           Opinion of Duane, Morris & Heckscher LLP.

(23)(A)       Consent of Duane, Morris & Heckscher LLP (included in their
              opinion filed as Exhibit 5).

(23)(B)       Consent of Arthur Andersen LLP.

(24)          Power of Attorney (see page II-7 of this Registration Statement).