<PAGE>   1
    As Filed with the Securities and Exchange Commission on June ____, 1997

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                            ------------------------
                        INTENSIVA HEALTHCARE CORPORATION
               (Exact name of registrant as specified in charter)



             DELAWARE                                     43-1690769
     (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                Identification Number)

     7733 FORSYTH BOULEVARD, SUITE 800
     ST. LOUIS, MISSOURI                                     63105
     (Address of principal executive offices)             (Zip Code)





                        INTENSIVA HEALTHCARE CORPORATION
                               STOCK OPTION PLAN
                           (Full titles of the plans)

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

                           DAVID W. CROSS, PRESIDENT
                        INTENSIVA HEALTHCARE CORPORATION
                       7733 FORSYTH BOULEVARD, SUITE 800
                           ST. LOUIS, MISSOURI  63105
                    (Name and address of agent for service)

                                 (314) 725-0112
         (Telephone number, including area code, of agent for service)

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


                                   Copies to:
                                LARRY K. HARRIS
                            SUELTHAUS & WALSH, P.C.
                       7733 FORSYTH BOULEVARD, 12TH FLOOR
                           ST. LOUIS, MISSOURI  63105
                                 (314) 727-7676



                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==================================================================================================================================
Title of Securities to be Registered  Amount to be          Proposed Maximum      Proposed Maximum      Amount of Registration Fee
                                      Registered(1)         Offering Price Per    Aggregate Offering
                                                            Share(1)              Price(1)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                   <C>                   <C>
Common Stock $0.001 par value               785,400         $7.9375               $6,234,112.50          $2,011
==================================================================================================================================
</TABLE>

(1)  Estimated solely for purposes of computing the Registration Fee pursuant to
     the provisions of Rule 457(h), based upon a price of $ per share, being the
     average of the average of the high and low  prices per share reported on 
     the Nasdaq Stock Market National Market System on June 17, 1997.

<PAGE>   2


     PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following documents filed by Intensiva HealthCare Corporation (the
"COMPANY") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:

       (i)  The Company's Annual Report on Form 10-K for the year ended
            December 31, 1996; and

       (ii) The description of the Company's Common Stock $0.001 par
            value per share, set forth in the Company's Registration Statement
            on Form S-1 (Reg. No. 333-08899), filed with the SEC on July 25,
            1996, and any amendment or report filed for the purpose of updating
            such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
made a part hereof from the date of filing of such documents.  Any statement
contained herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document
incorporated herein by reference modifies or supersedes such document.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

     Where any document or part thereof is incorporated by reference in this
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Intensiva HealthCare Corporation Stock
Option Plan is delivered, upon written or oral request of such person, a copy
of any and all of the information incorporated by reference in the Registration
Statement, excluding exhibits unless such exhibits are specifically
incorporated by reference.

Item 4.  Description of Securities.  See Item 3(ii) above.

Item 5.  Interests of Named Experts and Counsel.  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Third Amended and Restated Certificate of Incorporation
(the "CERTIFICATE OF INCORPORATION") contains a provision eliminating or
limiting director liability to the Company and its stockholders for monetary
damages arising from acts or omissions in the director's capacity as a director.
The provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's duty of loyalty to the Company 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 the Delaware
statutory provision making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
the Company protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of the Company or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care is
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
the duty of care. The Securities and Exchange Commission (the "COMMISSION") has
taken the position that the provision will have no effect on claims arising
under the federal securities laws.

         In addition, the Certificate of Incorporation and the Amended and
Restated By-laws (the "BY-LAWS") provide for mandatory indemnification rights,
subject to limited exceptions, for any director or officer of the

Registration Statement on Form S-8                                      Page 2
<PAGE>   3


Company who by reason of the fact that he or she is a director or officer of
the Company, is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director or officer in advance of the final disposition of such proceeding in
accordance with the applicable provisions of General Corporation Law of the
State of Delaware. The Company may from time to time agree to provide similar
indemnifications to certain employees and other agents.

     The Company also maintains directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.  Not Applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith or incorporated herein by
reference, as indicated below:

      4.1  The Company's Third Amended and Restated Certificate of
           Incorporation was previously filed as Exhibit 3(i).1 to the
           Company's Form 10-Q for the quarter ended September 30, 1996 and is
           incorporated herein by this reference.

      4.2  The Company's Amended and Restated By-Laws were previously
           filed as Exhibit 3(ii).2 to the Company's Registration Statement on
           Form S-1 (Reg. No. 333-08899), filed on July 25, 1996, and is
           incorporated herein by this reference.

      4.3  The Company's specimen Certificate of Shares of Common Stock,
           $0.001 par value, of the Company was previously filed as Exhibit 4.1
           to the Company's Registration Statement on Form S-1 (Reg. No.
           333-08899) and is incorporated herein by this reference.

      4.4  The Intensiva HealthCare Corporation Stock Option Plan is filed 
           herewith.

      5.1  Opinion of Suelthaus & Walsh, P.C. is filed herewith.

     24.1  Consent of Suelthaus & Walsh, P.C. (included in Exhibit 5.1).

     24.2  Consent of KPMG Peat Marwick LLP is filed herewith.

     25    Power of Attorney (included on Signature Page hereto).



Item 9.  Undertakings.

     (a) The registrant hereby undertakes:

         (1)  To file, during any period in which offers and 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, as amended (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;

             (iii) To include any material information with respect to the plan
                   of distribution  previously disclosed in the registration 
                   statement or any material change to such information in the
                   registration statement;

Registration Statement on Form S-8                                      Page 3

<PAGE>   4



              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if  the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the 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 undersigned 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 SEC 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 Act and will be governed by the final
adjudication of such issue.

                                *      *      *






Registration Statement on Form S-8                                      Page 4

<PAGE>   5



                                 SIGNATURES

     The Registrant.  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 Clayton, State of Missouri, on June __, 1997.

                                             INTENSIVA HEALTHCARE CORPORATION



                                             By /s/ David W. Cross
                                               ------------------------------
                                               David W. Cross
                                               President and Chief Executive
                                               Officer


                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Intensiva HealthCare
Corporation, hereby severally and individually constitute and appoint David W.
Cross and John P. Keefe, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the others and to have full power and authority to do and perform in
the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.

     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/ David W. Cross           President, Chief         June 2, 1997
      ---------------------------
      David W. Cross               Executive Officer,
      Principal Executive Officer  and Director


      /s/ John P. Keefe            Chief Financial Officer  June 11, 1997
      ---------------------------
      John P. Keefe
      Principal Financial and
      Accounting Officer


      /s/ Jeffrey J. Collinson     Director                 June 2, 1997
      ---------------------------
      Jeffrey J. Collinson




      /s/ Wilfred E. Jaeger        Director                 June 2, 1997
      ---------------------------
      Wilfred E. Jaeger, M.D.
</TABLE>


Registration Statement on Form S-8                                      Page 5

<PAGE>   6

<TABLE>
<CAPTION>
            Signature                  Title                    Date
      ---------------------------  -----------------------  -------------
     <S>                          <C>                      <C>
                                   Director                   June __, 1997
       ------------------------
       James B. Tananbaum, M.D.



       /s/ David L. Steffy         Director                   June 2, 1997
       ------------------------
       David L. Steffy



                                   Director                   June __, 1997
       ------------------------
       Philip M. Nudelman, Ph.D.

</TABLE>




Registration Statement on Form S-8                              Page 6

<PAGE>   7



                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                                                             Page
-----------                                                             ----
<S>                                                                     <C>
4.1     The Company's Third Amended and Restated Certificate of Incorporation
        was previously filed as Exhibit 3(i).1 to the Company's Form 10-Q for
        the quarter ended September 30, 1996 and is incorporated herein by this
        reference.

4.2     The Company's Amended and Restated By-Laws were previously filed as
        Exhibit 3(ii).2 to the Company's Registration Statement on Form S-1
        (Reg. No. 333-08899), filed on July 25, 1996,  and is incorporated
        herein by this reference.

4.3     The Company's specimen Certificate of Shares of Common Stock, $0.001 par
        value, of the Company was previously filed as Exhibit 4.1 to the
        Company's Registration Statement on Form S-1 (Reg. No. 333-08899) and is
        incorporated herein by this reference.


4.4     The Intensiva HealthCare Corporation Stock Option Plan is filed 
        herewith.

5.1     Opinion of Suelthaus & Walsh, P.C. is filed herewith.

24.1    Consent of Suelthaus & Walsh, P.C. (included in Exhibit 5.1).

24.2    Consent of KPMG Peat Marwick LLP is filed herewith.

25      Power of Attorney (included on Signature Page hereto).
</TABLE>









Registration Statement on Form S-8                                      Page 7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 19220}]
{"company-data": {"conformed-name": "INTENSIVA HEALTHCARE CORP", "cik": "0001017147", "assigned-sic": "8051", "irs-number": "431690769", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-29619", "film-number": "97627152"}, "business-address": {"street1": "7733 FORSYTH BLVD 11TH FL", "street2": "SUITE 1100", "city": "ST LOUIS", "state": "MO", "zip": "63105", "phone": "3147250112"}, "mail-address": {"street1": "7733 FORSYTH BLVD", "street2": "12TH FL", "city": "ST LOUIS", "state": "MO", "zip": "63105"}, "former-company": {"former-conformed-name": "TRANSITIONAL CARE OF AMERICA INC", "date-changed": "19960618"}}
1
    As Filed with the Securities and Exchange Commission on June ____, 1997

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

                            ------------------------
                        INTENSIVA HEALTHCARE CORPORATION
               (Exact name of registrant as specified in charter)

             DELAWARE                                     43-1690769
     (State or other jurisdiction                      (I.R.S. Employer
    of incorporation or organization)                Identification Number)

     7733 FORSYTH BOULEVARD, SUITE 800
     ST. LOUIS, MISSOURI                                     63105
     (Address of principal executive offices)             (Zip Code)

                        INTENSIVA HEALTHCARE CORPORATION
                               STOCK OPTION PLAN
                           (Full titles of the plans)

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

                           DAVID W. CROSS, PRESIDENT
                        INTENSIVA HEALTHCARE CORPORATION
                       7733 FORSYTH BOULEVARD, SUITE 800
                           ST. LOUIS, MISSOURI  63105
                    (Name and address of agent for service)

                                 (314) 725-0112
         (Telephone number, including area code, of agent for service)

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

                                   Copies to:
                                LARRY K. HARRIS
                            SUELTHAUS & WALSH, P.C.
                       7733 FORSYTH BOULEVARD, 12TH FLOOR
                           ST. LOUIS, MISSOURI  63105
                                 (314) 727-7676

                        CALCULATION OF REGISTRATION FEE
==================================================================================================================================
Title of Securities to be Registered  Amount to be          Proposed Maximum      Proposed Maximum      Amount of Registration Fee
                                      Registered(1)         Offering Price Per    Aggregate Offering
                                                            Share(1)              Price(1)
---------------------------------------------------------------------------------------------------------------------------------
Common Stock $0.001 par value               785,400         $7.9375               $6,234,112.50          $2,011
==================================================================================================================================
(1)  Estimated solely for purposes of computing the Registration Fee pursuant to
     the provisions of Rule 457(h), based upon a price of $ per share, being the
     average of the average of the high and low  prices per share reported on 
     the Nasdaq Stock Market National Market System on June 17, 1997.
2

     PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

     The following documents filed by Intensiva HealthCare Corporation (the
"COMPANY") with the Securities and Exchange Commission (the "SEC") are
incorporated herein by reference:

       (i)  The Company's Annual Report on Form 10-K for the year ended
            December 31, 1996; and

       (ii) The description of the Company's Common Stock $0.001 par
            value per share, set forth in the Company's Registration Statement
            on Form S-1 (Reg. No. 333-08899), filed with the SEC on July 25,
            1996, and any amendment or report filed for the purpose of updating
            such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE
ACT"), after the date of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
made a part hereof from the date of filing of such documents.  Any statement
contained herein or in a document incorporated herein by reference shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in a subsequently filed document
incorporated herein by reference modifies or supersedes such document.  Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

     Where any document or part thereof is incorporated by reference in this
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Intensiva HealthCare Corporation Stock
Option Plan is delivered, upon written or oral request of such person, a copy
of any and all of the information incorporated by reference in the Registration
Statement, excluding exhibits unless such exhibits are specifically
incorporated by reference.

Item 4.  Description of Securities.  See Item 3(ii) above.

Item 5.  Interests of Named Experts and Counsel.  Not applicable.

Item 6.  Indemnification of Directors and Officers.

         The Company's  Third Amended and Restated Certificate of Incorporation
(the "CERTIFICATE OF INCORPORATION") contains a provision eliminating or
limiting director liability to the Company and its stockholders for monetary
damages arising from acts or omissions in the director's capacity as a director.
The provision does not, however, eliminate or limit the personal liability of a
director (i) for any breach of such director's duty of loyalty to the Company 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 the Delaware
statutory provision making directors personally liable, under a negligence
standard, for unlawful dividends or unlawful stock purchases or redemptions or
(iv) for any transaction from which the director derived an improper personal
benefit. This provision offers persons who serve on the Board of Directors of
the Company protection against awards of monetary damages resulting from
breaches of their duty of care (except as indicated above). As a result of this
provision, the ability of the Company or a stockholder thereof to successfully
prosecute an action against a director for a breach of his duty of care is
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
the duty of care. The Securities and Exchange Commission (the "COMMISSION") has
taken the position that the provision will have no effect on claims arising
under the federal securities laws.

         In addition, the Certificate of Incorporation and the Amended and
Restated By-laws (the "BY-LAWS") provide for mandatory indemnification rights,
subject to limited exceptions, for any director or officer of the

Registration Statement on Form S-8                                      Page 2
3

Company who by reason of the fact that he or she is a director or officer of
the Company, is involved in a legal proceeding of any nature. Such
indemnification rights include reimbursement for expenses incurred by such
director or officer in advance of the final disposition of such proceeding in
accordance with the applicable provisions of General Corporation Law of the
State of Delaware. The Company may from time to time agree to provide similar
indemnifications to certain employees and other agents.

     The Company also maintains directors' and officers' liability insurance.

Item 7.  Exemption from Registration Claimed.  Not Applicable.

Item 8.  Exhibits.

     The following exhibits are filed herewith or incorporated herein by
reference, as indicated below:

      4.1  The Company's Third Amended and Restated Certificate of
           Incorporation was previously filed as Exhibit 3(i).1 to the
           Company's Form 10-Q for the quarter ended September 30, 1996 and is
           incorporated herein by this reference.

      4.2  The Company's Amended and Restated By-Laws were previously
           filed as Exhibit 3(ii).2 to the Company's Registration Statement on
           Form S-1 (Reg. No. 333-08899), filed on July 25, 1996, and is
           incorporated herein by this reference.

      4.3  The Company's specimen Certificate of Shares of Common Stock,
           $0.001 par value, of the Company was previously filed as Exhibit 4.1
           to the Company's Registration Statement on Form S-1 (Reg. No.
           333-08899) and is incorporated herein by this reference.

      4.4  The Intensiva HealthCare Corporation Stock Option Plan is filed 
           herewith.

      5.1  Opinion of Suelthaus & Walsh, P.C. is filed herewith.

     24.1  Consent of Suelthaus & Walsh, P.C. (included in Exhibit 5.1).

     24.2  Consent of KPMG Peat Marwick LLP is filed herewith.

     25    Power of Attorney (included on Signature Page hereto).

Item 9.  Undertakings.

     (a) The registrant hereby undertakes:

         (1)  To file, during any period in which offers and 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, as amended (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;

             (iii) To include any material information with respect to the plan
                   of distribution  previously disclosed in the registration 
                   statement or any material change to such information in the
                   registration statement;

Registration Statement on Form S-8                                      Page 3
4

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if  the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the 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 undersigned 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 SEC 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 Act and will be governed by the final
adjudication of such issue.

                                *      *      *

Registration Statement on Form S-8                                      Page 4
5

                                 SIGNATURES

     The Registrant.  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 Clayton, State of Missouri, on June __, 1997.

                                             INTENSIVA HEALTHCARE CORPORATION

                                             By /s/ David W. Cross
                                               ------------------------------
                                               David W. Cross
                                               President and Chief Executive
                                               Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Intensiva HealthCare
Corporation, hereby severally and individually constitute and appoint David W.
Cross and John P. Keefe, and each of them, the true and lawful attorneys and
agents of each of us to execute in the name, place and stead of each of us
(individually and in any capacity stated below) any and all amendments to this
Registration Statement on Form S-8 and all instruments necessary or advisable
in connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have the power to act with or
without the others and to have full power and authority to do and perform in
the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents
and purposes as any of the undersigned might or could do in person, and we
hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.

     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/ David W. Cross           President, Chief         June 2, 1997
      ---------------------------
      David W. Cross               Executive Officer,
      Principal Executive Officer  and Director

      /s/ John P. Keefe            Chief Financial Officer  June 11, 1997
      ---------------------------
      John P. Keefe
      Principal Financial and
      Accounting Officer

      /s/ Jeffrey J. Collinson     Director                 June 2, 1997
      ---------------------------
      Jeffrey J. Collinson

      /s/ Wilfred E. Jaeger        Director                 June 2, 1997
      ---------------------------
      Wilfred E. Jaeger, M.D.
Registration Statement on Form S-8                                      Page 5
6
Signature                  Title                    Date
      ---------------------------  -----------------------  -------------
Director                   June __, 1997
       ------------------------
       James B. Tananbaum, M.D.

       /s/ David L. Steffy         Director                   June 2, 1997
       ------------------------
       David L. Steffy

                                   Director                   June __, 1997
       ------------------------
       Philip M. Nudelman, Ph.D.
Registration Statement on Form S-8                              Page 6
7

                                 EXHIBIT INDEX
Exhibit No.                                                             Page
-----------                                                             ----
4.1     The Company's Third Amended and Restated Certificate of Incorporation
        was previously filed as Exhibit 3(i).1 to the Company's Form 10-Q for
        the quarter ended September 30, 1996 and is incorporated herein by this
        reference.

4.2     The Company's Amended and Restated By-Laws were previously filed as
        Exhibit 3(ii).2 to the Company's Registration Statement on Form S-1
        (Reg. No. 333-08899), filed on July 25, 1996,  and is incorporated
        herein by this reference.

4.3     The Company's specimen Certificate of Shares of Common Stock, $0.001 par
        value, of the Company was previously filed as Exhibit 4.1 to the
        Company's Registration Statement on Form S-1 (Reg. No. 333-08899) and is
        incorporated herein by this reference.

4.4     The Intensiva HealthCare Corporation Stock Option Plan is filed 
        herewith.

5.1     Opinion of Suelthaus & Walsh, P.C. is filed herewith.

24.1    Consent of Suelthaus & Walsh, P.C. (included in Exhibit 5.1).

24.2    Consent of KPMG Peat Marwick LLP is filed herewith.

25      Power of Attorney (included on Signature Page hereto).
Registration Statement on Form S-8                                      Page 7