<PAGE>   1
    As filed with the Securities and Exchange Commission on August 7, 1996

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                        LIVING CENTERS OF AMERICA, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                              74-2012902
(State or other jurisdiction                                 (I.R.S. Employer
      of incorporation)                                     Identification No.)


                         15415 Katy Freeway, Suite 800
                              Houston, Texas 77094
                                 (713) 578-4700
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)


                        LIVING CENTERS OF AMERICA, INC.
                             1992 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                              Susan Thomas Whittle
                 Vice President, General Counsel and Secretary
                         15415 Katy Freeway, Suite 800
                              Houston, Texas 77094
                                 (713) 578-4700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                with a copy to:

                               Jeff C. Dodd, Esq.
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                           Houston, Texas  77002-2778
                                 (713) 225-7000

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=========================================================================================================================
  Title of Each Class               Amount              Proposed Maximum        Proposed Maximum             Amount
  of Securities to be                to be               Offering Price             Aggregate                  of
       Registered                Registered(1)           per Share (1)          Offering Price(1)       Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                        <C>                      <C>                   <C>
Common Stock, par value
     $0.01 per share            600,000 shares             $24.50                  $14,700,000             $5,069
=========================================================================================================================
</TABLE>


(1)  Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
     1933, as amended, solely for purposes of computing the registration fee
     and based upon the average of the high and low sales prices reported on
     the New York Stock Exchange Composite tape on July 31, 1996.
<PAGE>   2
         Pursuant to General Instruction E of Form S-8, the Registrant hereby
incorporates herein by reference the contents of Registration Statement No.
33-89320; provided, however, that certain items of Part II of such earlier
registration statement are hereby amended and restated in their entirety below
to include information required herein that was not contained in such earlier
registration statement.


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which the registrant, Living Centers of
America, Inc. (the "Company"), has filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 2-44726), are incorporated herein by
reference and shall be deemed to be a part hereof:

                 (1)      The Company's Annual Report on Form 10-K for the year
         ended September 30, 1995, as amended on Form 10-K/A filed with the
         Commission on February 5, 1996;

                 (2)      The Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1995;

                 (3)      The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996;

                 (4)      The Company's Current Report on Form 8-K/A, Amendment
         No. 1, dated June 23, 1995 and filed with the Commission on October
         25, 1995;

                 (5)      The Company's Current Report on Form 8-K/A, Amendment
         No. 2, dated July 31, 1995 and filed with the Commission on October
         25, 1995;

                 (6)      The description of the Company's common stock, par
         value $0.01 per share (the "Common Stock") contained in the Company's
         Registration Statement on Form 8-A dated December 23, 1991; and

                 (7)      The description of the preferred stock purchase
         rights associated with the Common Stock contained in the Company's
         Registration Statement on Form 8-A dated November 22, 1994.

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

         The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Susan Thomas Whittle, Vice President, General
Counsel and Secretary, at the Company's principal executive offices located at
15415 Katy Freeway, Suite 800, Houston, Texas 77094.
<PAGE>   3
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with Common Stock offer pursuant
to the 1992 Stock Option Plan, as amended (the "Plan"), are being passed upon
for the Company by Susan Thomas Whittle, General Counsel of the Company.  Ms.
Whittle, who is also Vice President and Secretary of the Company, beneficially
owned, as of June 30, 1996, 9,631 shares of Common Stock, including 8,631
shares that could be acquired within 60 days upon the exercise of stock
options.

ITEM 8.   EXHIBITS.

     EXHIBIT NO.
     -----------

         4.1      Restated Certificate of Incorporation  of Living Centers of
                  America, Inc., as amended.

        *4.2      By-laws  of Living Centers of  America, Inc. (filed as
                  Exhibit 3.2 to the Company's Registration  Statement on Form
                  S-1,  Registration No. 33-44726, and incorporated herein by
                  reference).

        *4.3      Certificate of  Designations  of Series A  Junior
                  Participating  Preferred Stock of  Living Centers  of
                  America,  Inc. (filed  as Exhibit 4.1  to the Company's Form
                  10-Q  for the  quarter ended December 31,  1994, Commission
                  File Number 33-44726, and incorporated herein by reference).

        *4.4      Rights Agreement dated  as of November 17, 1994 between
                  Living  Centers of America, Inc. and Chemical Bank, as Rights
                  Agent, specifying the terms  of the  rights to  purchase the
                  Company's Series A  Preferred Stock,  and as exhibits
                  thereto  (filed  as  Exhibit 1  to  the  Company's
                  Registration Statement on Form 8-K  dated November 17, 1994
                  and  incorporated herein by reference).

         5        Opinion of Susan Thomas Whittle, General Counsel of the
                  Company.

        10.1      Living  Centers of America,  Inc. 1992 Stock  Option Plan,
                  as amended and restated.

        23.1      Consent of Ernst & Young LLP.

        23.2      Consent of Susan Thomas Whittle (included in Exhibit 5).

        24.1      Power of Attorney of Edward L. Kuntz.

        24.2      Power of Attorney of Leroy D. Williams.

        24.3      Power of Attorney of Roger J. Bulger.

        24.4      Power of Attorney of Eddy J. Rogers, Jr.

        24.5      Power of Attorney of Roger H. Hurlbut.

        24.6      Power of Attorney of Donald C. Beaver.
- ---------------
*        Incorporated by reference as indicated.




                                       2
<PAGE>   4
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 7, 1996.

                                        LIVING CENTERS OF AMERICA, INC.
                                        
                                        By: /s/ SUSAN THOMAS WHITTLE          
                                            ----------------------------------
                                            Susan Thomas Whittle
                                            Vice President, General Counsel 
                                            and Secretary

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

<TABLE>
<CAPTION>
           Name and Signature                                Title                             Date
           ------------------                                -----                             ----
<S>                                      <C>                                               <C>
                   *                  
- -----------------------------------      Chairman, Chief Executive Officer,                August 7, 1996
            Edward L. Kuntz              and Director (Principal Executive
                                         Officer)

                   *                  
- -----------------------------------      President, Chief Operating Officer,               August 7, 1996
           Leroy D. Williams             and Director (Principal Financial 
                                         Officer)

                   *                  
- -----------------------------------      Director
      Roger J. Bulger, M.D., FACP                                                          August 7, 1996

                   *                  
- -----------------------------------      Director                                          August 7, 1996
          Eddy J. Rogers, Jr.


                   *                  
- -----------------------------------      Director                                          August 7, 1996
            Roger H. Hurlbut

                   *                  
- -----------------------------------      Director                                          August 7, 1996
            Donald C. Beaver


         /s/ RONALD W. FLEMING
- -----------------------------------      Controller (Principal Accounting Officer)         August 7, 1996
           Ronald W. Fleming

*By:  /s/ SUSAN THOMAS WHITTLE         
     ------------------------------
         Susan Thomas Whittle      
         Attorney-in-Fact
</TABLE>





                                       3
<PAGE>   5
                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
                                                                                                SEQUENTIAL
                                                                                                ----------
                                                                                                   PAGE
                                                                                                   ----
   EXHIBIT NO.                             DESCRIPTION                                            NUMBER*
   -----------                             -----------                                            ------- 
   <S>            <C>                                                                           <C>
       4.1        Restated Certificate of Incorporation of the Company, as amended.
        5         Opinion of Susan Thomas Whittle, General Counsel of the
                  Company.
      10.1        Living Centers  of America, Inc.  1992 Stock  Option Plan, as
                  amended and restated.
      23.1        Consent of Ernst & Young LLP.
      23.2        Consent of Susan Thomas Whittle (included in Exhibit 5).
      24.1        Power of Attorney of Edward L. Kuntz.
      24.2        Power of Attorney of Leroy D. Williams.
      24.3        Power of Attorney of Roger J. Bulger.
      24.4        Power of Attorney of Eddy J. Rogers, Jr.
      24.5        Power of Attorney of Roger H. Hurlbut.
      24.6        Power of Attorney of Donald C. Beaver.
</TABLE>

- -------------------
* Included in manually signed original only.
[{"type": "S-8", "sequence": "1", "description": "LIVING CENTERS OF AMERICA, INC.  - FORM S-8", "secsgml_size_bytes": 14750}]
{"company-data": {"conformed-name": "LIVING CENTERS OF AMERICA INC", "cik": "0000882287", "assigned-sic": "8051", "irs-number": "742012902", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09707", "film-number": "96605187"}, "business-address": {"street1": "15415 KATY FREEWAY", "street2": "SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77094", "phone": "7135784700"}, "mail-address": {"street1": "15415 KATY FREEWAY", "street2": "SUITE 800", "city": "HOUSTON", "state": "TX", "zip": "77094"}}
1
    As filed with the Securities and Exchange Commission on August 7, 1996

                                                           Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                        LIVING CENTERS OF AMERICA, INC.
             (Exact name of Registrant as specified in its charter)

          Delaware                                              74-2012902
(State or other jurisdiction                                 (I.R.S. Employer
      of incorporation)                                     Identification No.)

                         15415 Katy Freeway, Suite 800
                              Houston, Texas 77094
                                 (713) 578-4700
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                        LIVING CENTERS OF AMERICA, INC.
                             1992 STOCK OPTION PLAN
                            (Full Title of the Plan)

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

                              Susan Thomas Whittle
                 Vice President, General Counsel and Secretary
                         15415 Katy Freeway, Suite 800
                              Houston, Texas 77094
                                 (713) 578-4700
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                                with a copy to:

                               Jeff C. Dodd, Esq.
                     Mayor, Day, Caldwell & Keeton, L.L.P.
                           700 Louisiana, Suite 1900
                           Houston, Texas  77002-2778
                                 (713) 225-7000

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

                        CALCULATION OF REGISTRATION FEE
=========================================================================================================================
  Title of Each Class               Amount              Proposed Maximum        Proposed Maximum             Amount
  of Securities to be                to be               Offering Price             Aggregate                  of
       Registered                Registered(1)           per Share (1)          Offering Price(1)       Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
     $0.01 per share            600,000 shares             $24.50                  $14,700,000             $5,069
=========================================================================================================================
(1)  Estimated pursuant to Rules 457(c) and (h) under the Securities Act of
     1933, as amended, solely for purposes of computing the registration fee
     and based upon the average of the high and low sales prices reported on
     the New York Stock Exchange Composite tape on July 31, 1996.
2
         Pursuant to General Instruction E of Form S-8, the Registrant hereby
incorporates herein by reference the contents of Registration Statement No.
33-89320; provided, however, that certain items of Part II of such earlier
registration statement are hereby amended and restated in their entirety below
to include information required herein that was not contained in such earlier
registration statement.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents, which the registrant, Living Centers of
America, Inc. (the "Company"), has filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") (File No. 2-44726), are incorporated herein by
reference and shall be deemed to be a part hereof:

                 (1)      The Company's Annual Report on Form 10-K for the year
         ended September 30, 1995, as amended on Form 10-K/A filed with the
         Commission on February 5, 1996;

                 (2)      The Company's Quarterly Report on Form 10-Q for the
         quarter ended December 31, 1995;

                 (3)      The Company's Quarterly Report on Form 10-Q for the
         quarter ended March 31, 1996;

                 (4)      The Company's Current Report on Form 8-K/A, Amendment
         No. 1, dated June 23, 1995 and filed with the Commission on October
         25, 1995;

                 (5)      The Company's Current Report on Form 8-K/A, Amendment
         No. 2, dated July 31, 1995 and filed with the Commission on October
         25, 1995;

                 (6)      The description of the Company's common stock, par
         value $0.01 per share (the "Common Stock") contained in the Company's
         Registration Statement on Form 8-A dated December 23, 1991; and

                 (7)      The description of the preferred stock purchase
         rights associated with the Common Stock contained in the Company's
         Registration Statement on Form 8-A dated November 22, 1994.

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

         The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus is delivered, upon the written or oral
request of such person, a copy of any or all of the documents which are
incorporated by reference herein, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to Susan Thomas Whittle, Vice President, General
Counsel and Secretary, at the Company's principal executive offices located at
15415 Katy Freeway, Suite 800, Houston, Texas 77094.
3
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Certain legal matters in connection with Common Stock offer pursuant
to the 1992 Stock Option Plan, as amended (the "Plan"), are being passed upon
for the Company by Susan Thomas Whittle, General Counsel of the Company.  Ms.
Whittle, who is also Vice President and Secretary of the Company, beneficially
owned, as of June 30, 1996, 9,631 shares of Common Stock, including 8,631
shares that could be acquired within 60 days upon the exercise of stock
options.

ITEM 8.   EXHIBITS.

     EXHIBIT NO.
     -----------

         4.1      Restated Certificate of Incorporation  of Living Centers of
                  America, Inc., as amended.

        *4.2      By-laws  of Living Centers of  America, Inc. (filed as
                  Exhibit 3.2 to the Company's Registration  Statement on Form
                  S-1,  Registration No. 33-44726, and incorporated herein by
                  reference).

        *4.3      Certificate of  Designations  of Series A  Junior
                  Participating  Preferred Stock of  Living Centers  of
                  America,  Inc. (filed  as Exhibit 4.1  to the Company's Form
                  10-Q  for the  quarter ended December 31,  1994, Commission
                  File Number 33-44726, and incorporated herein by reference).

        *4.4      Rights Agreement dated  as of November 17, 1994 between
                  Living  Centers of America, Inc. and Chemical Bank, as Rights
                  Agent, specifying the terms  of the  rights to  purchase the
                  Company's Series A  Preferred Stock,  and as exhibits
                  thereto  (filed  as  Exhibit 1  to  the  Company's
                  Registration Statement on Form 8-K  dated November 17, 1994
                  and  incorporated herein by reference).

         5        Opinion of Susan Thomas Whittle, General Counsel of the
                  Company.

        10.1      Living  Centers of America,  Inc. 1992 Stock  Option Plan,
                  as amended and restated.

        23.1      Consent of Ernst & Young LLP.

        23.2      Consent of Susan Thomas Whittle (included in Exhibit 5).

        24.1      Power of Attorney of Edward L. Kuntz.

        24.2      Power of Attorney of Leroy D. Williams.

        24.3      Power of Attorney of Roger J. Bulger.

        24.4      Power of Attorney of Eddy J. Rogers, Jr.

        24.5      Power of Attorney of Roger H. Hurlbut.

        24.6      Power of Attorney of Donald C. Beaver.
- ---------------
*        Incorporated by reference as indicated.

                                       2
4
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Company 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 7, 1996.

                                        LIVING CENTERS OF AMERICA, INC.
                                        
                                        By: /s/ SUSAN THOMAS WHITTLE          
                                            ----------------------------------
                                            Susan Thomas Whittle
                                            Vice President, General Counsel 
                                            and Secretary

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Name and Signature                                Title                             Date
           ------------------                                -----                             ----
*                  
- -----------------------------------      Chairman, Chief Executive Officer,                August 7, 1996
            Edward L. Kuntz              and Director (Principal Executive
                                         Officer)

                   *                  
- -----------------------------------      President, Chief Operating Officer,               August 7, 1996
           Leroy D. Williams             and Director (Principal Financial 
                                         Officer)

                   *                  
- -----------------------------------      Director
      Roger J. Bulger, M.D., FACP                                                          August 7, 1996

                   *                  
- -----------------------------------      Director                                          August 7, 1996
          Eddy J. Rogers, Jr.

                   *                  
- -----------------------------------      Director                                          August 7, 1996
            Roger H. Hurlbut

                   *                  
- -----------------------------------      Director                                          August 7, 1996
            Donald C. Beaver

         /s/ RONALD W. FLEMING
- -----------------------------------      Controller (Principal Accounting Officer)         August 7, 1996
           Ronald W. Fleming

*By:  /s/ SUSAN THOMAS WHITTLE         
     ------------------------------
         Susan Thomas Whittle      
         Attorney-in-Fact
3
5
                               INDEX TO EXHIBITS
SEQUENTIAL
                                                                                                ----------
                                                                                                   PAGE
                                                                                                   ----
   EXHIBIT NO.                             DESCRIPTION                                            NUMBER*
   -----------                             -----------                                            -------
4.1        Restated Certificate of Incorporation of the Company, as amended.
        5         Opinion of Susan Thomas Whittle, General Counsel of the
                  Company.
      10.1        Living Centers  of America, Inc.  1992 Stock  Option Plan, as
                  amended and restated.
      23.1        Consent of Ernst & Young LLP.
      23.2        Consent of Susan Thomas Whittle (included in Exhibit 5).
      24.1        Power of Attorney of Edward L. Kuntz.
      24.2        Power of Attorney of Leroy D. Williams.
      24.3        Power of Attorney of Roger J. Bulger.
      24.4        Power of Attorney of Eddy J. Rogers, Jr.
      24.5        Power of Attorney of Roger H. Hurlbut.
      24.6        Power of Attorney of Donald C. Beaver.
- -------------------
* Included in manually signed original only.