<PAGE>   1

    As filed with the Securities and Exchange Commission on August 3, 1995
                                                Registration No. 33-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       __________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                       __________________________________
                        CHAMPION HEALTHCARE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                 <C>                                          <C>
          DELAWARE                       14340 TORREY CHASE, SUITE 320               58-2283872
  (State of Other Jurisdiction               HOUSTON, TEXAS  77014               (I.R.S. Employer
of Incorporation or Organization)               (713) 583-5491                   Identification No.)
                                    (Address of Principal Executive  Office)
</TABLE>
                       __________________________________
                            FOUNDER'S STOCK OPTIONS
           CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN
        CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN NO. 2
        CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN NO. 3
          CHAMPION HEALTHCARE CORPORATION DIRECTORS' STOCK OPTION PLAN
          CHAMPION HEALTHCARE CORPORATION PHYSICIANS STOCK OPTION PLAN
    CHAMPION HEALTHCARE CORPORATION SENIOR EXECUTIVE STOCK OPTION PLAN NO. 4
             AMERIHEALTH, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
   CHAMPION HEALTHCARE CORPORATION SELECTED EXECUTIVE STOCK OPTION PLAN NO. 5
                            (Full Title of the Plan)
                       __________________________________
                              JAMES G. VANDEVENDER
                            Executive Vice-President
                        Champion Healthcare Corporation
                               14340 Torrey Chase
                                   Suite 320
                             Houston, Texas  77014
                    (Name and Address of Agent for Service)
                     Telephone Number, Including Area Code
                             of Agent for Service:
                                 (713) 583-5491

Approximate Date Sale to Public Will Start:  As soon as practicable after the
effective date of this registration.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
      TITLE OF            AMOUNT TO         PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT  OF
    SECURITIES TO            BE            OFFERING PRICE PER        AGGREGATE OFFERING        REGISTRATION
    BE REGISTERED        REGISTERED             SHARE(1)                  PRICE(1)                FEE(2)
- -----------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                       <C>                       <C>
     Common Stock
   $0.01 par value        1,077,164              $7.3125                $7,876,761.75           $2,716.00
- -----------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated in accordance with Rule 457(a) solely for the purpose of
      calculating the registration fee and based upon weighted exercise prices
      of the options covering the stock.

(2)   As no separate consideration is payable for the Rights, the registration
      fee for such securities is included in the fee for the Common Stock.

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


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTS


       NOTE:  The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the document of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to employees as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant shall maintain a file of such
documents in accordance with the provision of Rule 428.  Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.



<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

       This registration statement incorporates herein by reference the
following documents which have been filed (File No. 0-11851) with the Commission
by Champion Healthcare Corporation (the "Company") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"):

       1.   The Company's Annual Report on Form 10-K for the year ended December
            31, 1994, as amended on Form 10-K/A Amendment No. 3;

       2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1995, as amended in Form 10-Q Amendment No. 2.

       3.   The Company's registration statement on Form 8.

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

Any statement 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 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

       Legal opinion-- the validity of the shares of common stock to be offered
hereunder has been passed upon for Champion Healthcare Corporation by Wayne M.
Whitaker of the law firm Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer,
Reynolds & Chalk, L.L.P. ("Michener Larimore").  4,243 shares of common stock of
Champion Healthcare Corporation are owned by partners and associates of the
firm.


                                      II-1



<PAGE>   4

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such 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.  A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
him in connection with the defense or settlement of any action or suit by or in
the right of the corporation, provided such person 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, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the facts and circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

       Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
provides, generally, that the certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of Title 8, or (iv) for any transaction from which the
director derived an improper personal benefit.  No such provision may eliminate
or limit the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.

       Article VI of the Company's Certificate of Incorporation provides as
       follows:

            "A director of the Corporation shall not be personally liable to the
       corporation or its stockholders for monetary damages for any breach of
       fiduciary duty as a director, except for liability (i) for any breach by
       the director of his duty of loyalty to the Corporation or its
       stockholders, (ii) for acts or omissions not in good faith or which
       involve intentional misconduct or a knowing violation of law, (iii) under
       Section 174 of the DGCL or (iv) for any transaction from which the
       director derived an improper personal benefit.

            No repeal, modification or amendment of, or adoption of any
       provision inconsistent with this Article VI nor, to the fullest extent
       permitted by law, any modification of law shall adversely affect any
       right or protection of a director of the





                                      II-2

<PAGE>   5

       Corporation existing at the time of such repeal, amendment, adoption of
       modification or affect the liability of any director of the Corporation
       for any action taken or any omission that occurred prior to the time of
       such repeal, amendment, adoption or modification.

            If the DGCL shall be amended after the date hereof to authorized
       corporation action further eliminating or limiting the liability of
       directors, then a  director of the Corporation, in addition to the
       circumstances in which he is not liable immediately prior to such
       amendment, shall be free of liability to the fullest extent permitted by
       the DGCL, as so amended."

       Article VII of the Company's By-laws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest, to the extent provided by the Delaware Corporation
statutes and by the Company's Certificate of Incorporation.

       The Company may purchase liability insurance policies covering its
directors and officers.

       In addition, the Selling Stockholders have agreed in the Lenox Agreement
to indemnify the Company, its directors and officers and each person, if any,
who controls the Company within the meaning of either the Securities Act of
1933, as amended, or the Securities and Exchange Act of 1934, as amended,
against certain liabilities including civil liabilities under the Securities
Act.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8.      EXHIBITS

       The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.      UNDERTAKINGS

                   (a)    The undersigned registrant hereby undertakes:

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

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

                                (ii)  To reflect in the prospectus any facts or
                          events arising after the effective date of the
                          registration statement (or the most


                                      II-3
<PAGE>   6

                          recent post-effective amendment thereof) which,
                          individually or in the aggregate, represent a
                          fundamental change in the information set forth in the
                          registration statement;

                                (iii) To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement;

                   provided, however, that the undertakings set forth in
                   paragraph (i) and (ii) above 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 the
                   registration statement.

                          (2)   That, for the purpose of determining any
                   liability under the Securities Act of 1933, each such
                   post-effective amendment shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering thereof.

                          (3)   To remove from registration by means of a
                   post-effective amendment any of the securities being
                   registered which remain unsold at the termination of the
                   offering.

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

                   (c)    Insofar as indemnification for liabilities arising
            under the Securities Act of 1933 may be permitted to directors,
            officers, and controlling persons of the registrant pursuant to the
            provisions described under Item 6 above, or otherwise, the
            registrant has been advised that in the opinion of the 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,
            on 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



                                      II-4
<PAGE>   7

            connection with the securities being registered, the registrant
            will, unless in the opinion of its counsel that 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.

                                   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 Houston, State of Texas, on August 3, 1995.

                                                 CHAMPION HEALTHCARE CORPORATION



                                                 BY:  /s/JAMES G. VANDEVENDER
                                                    ----------------------------
                                                    James G. VanDevender
                                                    Executive Vice-President


                               POWER OF ATTORNEY


       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James G. VanDevender, Deborah H. Frankovich,
Suzanne S. Miskin, Esq, and Wayne M. Whitaker, Esq., and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution and
re-substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including 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 and any state Securities regulatory board, agency or commission,
granting unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.





                                      II-5
<PAGE>   8

            Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

        SIGNATURE                          TITLE                         DATE
<S>                                 <C>                               <C>

/s/ Charles R. Miller               President, CEO & Director             August 3, 1995
- ------------------------
Charles R. Miller

/s/ James G. VanDevender            Executive Vice-president,             August 3, 1995
- ------------------------            CFO and Director
James G. VanDevender

/s/ Nolan Lehmann                   Director                              August 3, 1995
- ------------------------
Nolan Lehmann

/s/ Paul B. Queally                 Director                              August 3, 1995
- ------------------------
Paul B. Queally

/s/ James A. Conroy                 Director                              August 3, 1995
- ------------------------
James A. Conroy

/s/ David S. Spencer                Director                              August 3, 1995
- ------------------------
David S. Spencer

/s/ Manuel M. Ferris                Director                              August 3, 1995
- ------------------------
Manuel M. Ferris


- ------------------------            Director                              
Scott F. Meadow

/s/ William G. White                Director                              August 3, 1995
- ------------------------
William G. White


- ------------------------            Director                              
Richard D. Sage

/s/ Robert M. Starling              Vice-president &                      August 3, 1995
- ------------------------            Controller
Robert M. Starling

</TABLE>


                                      II-6
<PAGE>   9


                               INDEX TO EXHIBITS

EXHIBIT                                             
NUMBER                                                 
- -------                  

*4.1(a)-  Certificate of Incorporation (Incorporated by reference to
          Exhibit 3.01 of the registrant's Form 10-K for the year ended
          December 31, 1987 and to Exhibit 4 of the registrant's
          Form 10-Q for the quarter ended September 30, 1989

*4.1(b)-  Amended Certificate of Incorporation dated December 6, 1994
          (Incorporated by reference to Exhibit 3.01(b) of the registrant's
          Form 10-K for the year ended December 31, 1994)

 4.2-     Bylaws of Champion Healthcare Corporation

 4.3-     Form of Common Stock Certificate

 4.4-     Founder's Stock Option-Charles R. Miller

 4.5-     Founder's Stock Option-James G. VanDevender

 4.6-     Champion Healthcare Corporation Employee Stock Option Plan

 4.7-     Champion Healthcare Corporation Employee Stock Option Plan No. 2

 4.8-     Champion Healthcare Corporation Employee Stock Option Plan No. 3

 4.9-     Champion Healthcare Corporation Directors' Stock Option Plan

 4.10-    Champion Healthcare Corporation Physicians Stock Option Plan

 4.11-    Champion Healthcare Corporation Senior Executive Stock 
          Option Plan No. 4




                                      II-7

<PAGE>   10

EXHIBIT      
NUMBER                  
- ------              

 4.12-    Champion Healthcare Corporation Selected Executive Stock Option
          Plan No. 5

*4.13-    AmeriHealth, Inc. 1988 Non-Qualified Stock Option Plan
          (Incorporated by reference to Exhibit 10.06 of the registrant's
          Form 10-K for the year ended December 31, 1992)

 5   -    Opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer,
          Reynolds & Chalk, L.L.P.

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

23.2 -    Consent of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer,
          Reynolds & Chalk, L.L.P. (incorporated in Exhibit 5)

_________________
  *  Incorporated by reference as indicated.


                                      II-8
[{"type": "S-8", "sequence": "1", "description": "CHAMPION HEALTHCARE CORPORATION", "secsgml_size_bytes": 23583}]
{"company-data": {"conformed-name": "CHAMPION HEALTHCARE CORP /TX/", "cik": "0000721601", "assigned-sic": "8062", "irs-number": "592283872", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-61549", "film-number": "95558786"}, "business-address": {"street1": "14340 TORREY CHASE STE 320", "city": "HOUSTON", "state": "TX", "zip": "77014", "phone": "7135835491"}, "mail-address": {"street1": "14340 TORREY CHASE", "street2": "SUITE 320", "city": "HOUSTON", "state": "TX", "zip": "77014"}, "former-company": {"former-conformed-name": "AMERIHEALTH INC", "date-changed": "19920703"}}
1

    As filed with the Securities and Exchange Commission on August 3, 1995
                                                Registration No. 33-____________
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       __________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                       __________________________________
                        CHAMPION HEALTHCARE CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)
DELAWARE                       14340 TORREY CHASE, SUITE 320               58-2283872
  (State of Other Jurisdiction               HOUSTON, TEXAS  77014               (I.R.S. Employer
of Incorporation or Organization)               (713) 583-5491                   Identification No.)
                                    (Address of Principal Executive  Office)
__________________________________
                            FOUNDER'S STOCK OPTIONS
           CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN
        CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN NO. 2
        CHAMPION HEALTHCARE CORPORATION EMPLOYEE STOCK OPTION PLAN NO. 3
          CHAMPION HEALTHCARE CORPORATION DIRECTORS' STOCK OPTION PLAN
          CHAMPION HEALTHCARE CORPORATION PHYSICIANS STOCK OPTION PLAN
    CHAMPION HEALTHCARE CORPORATION SENIOR EXECUTIVE STOCK OPTION PLAN NO. 4
             AMERIHEALTH, INC. 1988 NON-QUALIFIED STOCK OPTION PLAN
   CHAMPION HEALTHCARE CORPORATION SELECTED EXECUTIVE STOCK OPTION PLAN NO. 5
                            (Full Title of the Plan)
                       __________________________________
                              JAMES G. VANDEVENDER
                            Executive Vice-President
                        Champion Healthcare Corporation
                               14340 Torrey Chase
                                   Suite 320
                             Houston, Texas  77014
                    (Name and Address of Agent for Service)
                     Telephone Number, Including Area Code
                             of Agent for Service:
                                 (713) 583-5491

Approximate Date Sale to Public Will Start:  As soon as practicable after the
effective date of this registration.

                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
      TITLE OF            AMOUNT TO         PROPOSED MAXIMUM          PROPOSED MAXIMUM          AMOUNT  OF
    SECURITIES TO            BE            OFFERING PRICE PER        AGGREGATE OFFERING        REGISTRATION
    BE REGISTERED        REGISTERED             SHARE(1)                  PRICE(1)                FEE(2)
- -----------------------------------------------------------------------------------------------------------
Common Stock
   $0.01 par value        1,077,164              $7.3125                $7,876,761.75           $2,716.00
- -----------------------------------------------------------------------------------------------------------
(1)   Estimated in accordance with Rule 457(a) solely for the purpose of
      calculating the registration fee and based upon weighted exercise prices
      of the options covering the stock.

(2)   As no separate consideration is payable for the Rights, the registration
      fee for such securities is included in the fee for the Common Stock.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTS

       NOTE:  The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the document of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to employees as specified by Rule 428 under the Securities Act of
1933, as amended (the "Securities Act").  In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act.  The registrant shall maintain a file of such
documents in accordance with the provision of Rule 428.  Upon request, the
registrant shall furnish to the Commission or its staff a copy or copies of all
of the documents included in such file.
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE

       This registration statement incorporates herein by reference the
following documents which have been filed (File No. 0-11851) with the Commission
by Champion Healthcare Corporation (the "Company") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"):

       1.   The Company's Annual Report on Form 10-K for the year ended December
            31, 1994, as amended on Form 10-K/A Amendment No. 3;

       2.   The Company's Quarterly Report on Form 10-Q for the quarter ended
            March 31, 1995, as amended in Form 10-Q Amendment No. 2.

       3.   The Company's registration statement on Form 8.

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

Any statement 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 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

       Legal opinion-- the validity of the shares of common stock to be offered
hereunder has been passed upon for Champion Healthcare Corporation by Wayne M.
Whitaker of the law firm Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer,
Reynolds & Chalk, L.L.P. ("Michener Larimore").  4,243 shares of common stock of
Champion Healthcare Corporation are owned by partners and associates of the
firm.

                                      II-1
4

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the Delaware General Corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any suit or proceeding (except
actions by or in the right of the corporation) by reason of the fact that such
person is or was a director or officer of the corporation against all expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such 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.  A corporation may
similarly indemnify such person for expenses actually and reasonably incurred by
him in connection with the defense or settlement of any action or suit by or in
the right of the corporation, provided such person 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, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court
shall have determined, upon application, that, despite the adjudication of
liability but in view of all of the facts and circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

       Section 102(b)(7) of the Delaware General Corporation Law ("DGCL")
provides, generally, that the certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision may not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of Title 8, or (iv) for any transaction from which the
director derived an improper personal benefit.  No such provision may eliminate
or limit the liability of a director for any act or omission occurring prior to
the date when such provision becomes effective.

       Article VI of the Company's Certificate of Incorporation provides as
       follows:

            "A director of the Corporation shall not be personally liable to the
       corporation or its stockholders for monetary damages for any breach of
       fiduciary duty as a director, except for liability (i) for any breach by
       the director of his duty of loyalty to the Corporation or its
       stockholders, (ii) for acts or omissions not in good faith or which
       involve intentional misconduct or a knowing violation of law, (iii) under
       Section 174 of the DGCL or (iv) for any transaction from which the
       director derived an improper personal benefit.

            No repeal, modification or amendment of, or adoption of any
       provision inconsistent with this Article VI nor, to the fullest extent
       permitted by law, any modification of law shall adversely affect any
       right or protection of a director of the

                                      II-2
5

       Corporation existing at the time of such repeal, amendment, adoption of
       modification or affect the liability of any director of the Corporation
       for any action taken or any omission that occurred prior to the time of
       such repeal, amendment, adoption or modification.

            If the DGCL shall be amended after the date hereof to authorized
       corporation action further eliminating or limiting the liability of
       directors, then a  director of the Corporation, in addition to the
       circumstances in which he is not liable immediately prior to such
       amendment, shall be free of liability to the fullest extent permitted by
       the DGCL, as so amended."

       Article VII of the Company's By-laws also contains an indemnity
provision, requiring the Company to indemnify members of the Board of Directors
and officers of the Company and their respective heirs, personal representatives
and successors in interest, to the extent provided by the Delaware Corporation
statutes and by the Company's Certificate of Incorporation.

       The Company may purchase liability insurance policies covering its
directors and officers.

       In addition, the Selling Stockholders have agreed in the Lenox Agreement
to indemnify the Company, its directors and officers and each person, if any,
who controls the Company within the meaning of either the Securities Act of
1933, as amended, or the Securities and Exchange Act of 1934, as amended,
against certain liabilities including civil liabilities under the Securities
Act.

ITEM 7.      EXEMPTION FROM REGISTRATION CLAIMED

       Not applicable.

ITEM 8.      EXHIBITS

       The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

ITEM 9.      UNDERTAKINGS

                   (a)    The undersigned registrant hereby undertakes:

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

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

                                (ii)  To reflect in the prospectus any facts or
                          events arising after the effective date of the
                          registration statement (or the most

                                      II-3
6

                          recent post-effective amendment thereof) which,
                          individually or in the aggregate, represent a
                          fundamental change in the information set forth in the
                          registration statement;

                                (iii) To include any material information with
                          respect to the plan of distribution not previously
                          disclosed in the registration statement or any
                          material change to such information in the
                          registration statement;

                   provided, however, that the undertakings set forth in
                   paragraph (i) and (ii) above 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 the
                   registration statement.

                          (2)   That, for the purpose of determining any
                   liability under the Securities Act of 1933, each such
                   post-effective amendment shall be deemed to be a new
                   registration statement relating to the securities offered
                   therein, and the offering of such securities at that time
                   shall be deemed to be the initial bona fide offering thereof.

                          (3)   To remove from registration by means of a
                   post-effective amendment any of the securities being
                   registered which remain unsold at the termination of the
                   offering.

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

                   (c)    Insofar as indemnification for liabilities arising
            under the Securities Act of 1933 may be permitted to directors,
            officers, and controlling persons of the registrant pursuant to the
            provisions described under Item 6 above, or otherwise, the
            registrant has been advised that in the opinion of the 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,
            on 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

                                      II-4
7

            connection with the securities being registered, the registrant
            will, unless in the opinion of its counsel that 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.

                                   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 Houston, State of Texas, on August 3, 1995.

                                                 CHAMPION HEALTHCARE CORPORATION

                                                 BY:  /s/JAMES G. VANDEVENDER
                                                    ----------------------------
                                                    James G. VanDevender
                                                    Executive Vice-President

                               POWER OF ATTORNEY

       KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James G. VanDevender, Deborah H. Frankovich,
Suzanne S. Miskin, Esq, and Wayne M. Whitaker, Esq., and each of them, his true
and lawful attorneys-in-fact and agents with full power of substitution and
re-substitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including 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 and any state Securities regulatory board, agency or commission,
granting unto said attorneys-in-fact and agents and each of them full power and
authority, to do and perform each and every act and thing requisite or necessary
to be done in and about the premises, to all intents and purposes and as fully
as they might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or their substitutes may lawfully do or cause
to be done by virtue hereof.

                                      II-5
8

            Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE                          TITLE                         DATE
/s/ Charles R. Miller               President, CEO & Director             August 3, 1995
- ------------------------
Charles R. Miller

/s/ James G. VanDevender            Executive Vice-president,             August 3, 1995
- ------------------------            CFO and Director
James G. VanDevender

/s/ Nolan Lehmann                   Director                              August 3, 1995
- ------------------------
Nolan Lehmann

/s/ Paul B. Queally                 Director                              August 3, 1995
- ------------------------
Paul B. Queally

/s/ James A. Conroy                 Director                              August 3, 1995
- ------------------------
James A. Conroy

/s/ David S. Spencer                Director                              August 3, 1995
- ------------------------
David S. Spencer

/s/ Manuel M. Ferris                Director                              August 3, 1995
- ------------------------
Manuel M. Ferris

- ------------------------            Director                              
Scott F. Meadow

/s/ William G. White                Director                              August 3, 1995
- ------------------------
William G. White

- ------------------------            Director                              
Richard D. Sage

/s/ Robert M. Starling              Vice-president &                      August 3, 1995
- ------------------------            Controller
Robert M. Starling
II-6
9

                               INDEX TO EXHIBITS

EXHIBIT                                             
NUMBER                                                 
- -------                  

*4.1(a)-  Certificate of Incorporation (Incorporated by reference to
          Exhibit 3.01 of the registrant's Form 10-K for the year ended
          December 31, 1987 and to Exhibit 4 of the registrant's
          Form 10-Q for the quarter ended September 30, 1989

*4.1(b)-  Amended Certificate of Incorporation dated December 6, 1994
          (Incorporated by reference to Exhibit 3.01(b) of the registrant's
          Form 10-K for the year ended December 31, 1994)

 4.2-     Bylaws of Champion Healthcare Corporation

 4.3-     Form of Common Stock Certificate

 4.4-     Founder's Stock Option-Charles R. Miller

 4.5-     Founder's Stock Option-James G. VanDevender

 4.6-     Champion Healthcare Corporation Employee Stock Option Plan

 4.7-     Champion Healthcare Corporation Employee Stock Option Plan No. 2

 4.8-     Champion Healthcare Corporation Employee Stock Option Plan No. 3

 4.9-     Champion Healthcare Corporation Directors' Stock Option Plan

 4.10-    Champion Healthcare Corporation Physicians Stock Option Plan

 4.11-    Champion Healthcare Corporation Senior Executive Stock 
          Option Plan No. 4

                                      II-7
10

EXHIBIT      
NUMBER                  
- ------              

 4.12-    Champion Healthcare Corporation Selected Executive Stock Option
          Plan No. 5

*4.13-    AmeriHealth, Inc. 1988 Non-Qualified Stock Option Plan
          (Incorporated by reference to Exhibit 10.06 of the registrant's
          Form 10-K for the year ended December 31, 1992)

 5   -    Opinion of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer,
          Reynolds & Chalk, L.L.P.

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

23.2 -    Consent of Michener, Larimore, Swindle, Whitaker, Flowers, Sawyer,
          Reynolds & Chalk, L.L.P. (incorporated in Exhibit 5)

_________________
  *  Incorporated by reference as indicated.

                                      II-8