<PAGE>

     As filed with the Securities and Exchange Commission on September 22, 2000.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

         DELAWARE                                             58-1076937
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                            identification no.)

                           6950 COLUMBIA GATEWAY DRIVE
                                COLUMBIA, MD  21046
                    (Address of principal executive offices)

   MAGELLAN HEALTH SERVICES, INC. 2000 LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                                MARK S. DEMILIO
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                         MAGELLAN HEALTH SERVICES, INC.
                          6950 COLUMBIA GATEWAY DRIVE
                               COLUMBIA, MD 21046
                    (Name and address of agent for service)

                                 (410) 953-1258
         (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                      Proposed          Proposed
 Title of                              maximum          maximum
securities             Amount         offering          aggregate      Amount of
  to be                 to be           price           offering      registration
registered           registered(1)   per share(2)       price(2)          fee
----------           -------------   ------------       --------      -------------
<S>                   <C>            <C>                <C>           <C>
Common Stock,         1,000,000      $3.78125           $3,781,250       $998.25
par value $0.25
per share
</TABLE>

(1) Calculated pursuant to Rule 457(c) under the Securities Act on the basis of
    the average of the high and low sales prices of the Common Stock on the New
    York Stock Exchange on September 19, 2000.

--------------------------------------------------------------------------------
<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by Magellan Health Services,
Inc. (the "Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference into this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999;

         (b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since September 30, 1999; and

         (c) The description of the Registrant's Common Stock, par value $0.25
per share, contained in the Registrant's registration statement on Form 8-A
under the Exchange Act, effective on December 27, 1996, including any amendment
or report filed for the purpose of updating such description.

         All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Mark S. Demilio, Executive Vice President and General Counsel of the
Registrant, rendered the opinion (attached as Exhibit 5 hereto) as to the
legality of the securities registered under this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") provides that a Delaware corporation has
the power to indemnify its officers and directors in certain circumstances.

         Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of his service as director, officer, employee or agent of the
corporation, or his service, at the corporation's request, as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided that such director or officer acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his
conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the

                                       2

<PAGE>

corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

         Section 145 further provides that, to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsection (a) or (b) or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; provided that indemnification provided for by Section 145 or granted
pursuant thereto shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.

         Article VII of the Bylaws of the Registrant provides in substance that
the Registrant shall indemnify directors and officers against all liability and
related expenses incurred in connection with the affairs of the Registrant if:
(a), in the case of actions not by or in the right of the Registrant, the
director or officer acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Registrant, and (with
respect to a criminal proceeding) had no reasonable cause to believe his conduct
was unlawful; and (b), in the case of actions by or in the right of the
Registrant, the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant, provided that no indemnification shall be made for a claim as to
which the director or officer is adjudged liable for negligence or misconduct
unless (and only to the extent that) an appropriate court determines that, in
view of all the circumstances, such person is fairly and reasonably entitled to
indemnity.

         In addition, Section 102(b)(7) of the DGCL permits Delaware
corporations to include a provision in their certificates of incorporation
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 provisions shall 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 that involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payment of dividends or other unlawful distributions, or (iv)
for any transactions from which the director derived an improper personal
benefit. Article Twelfth of the Registrant's Restated Certificate of
Incorporation contains such a provision.

         The Registrant maintains Directors' and Officers' liability insurance
with various insurance providers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
<TABLE>
<CAPTION>
  EXHIBIT                                    DESCRIPTION
----------              --------------------------------------------------------
<S>                     <C>
   4.1                  Restated Certificate of Incorporation of the Registrant,
                        as filed in Delaware on October 16, 1992, which was
                        filed as Exhibit 3(a) to the Registrant's Annual Report
                        on Form 10-K for the year ended September 30, 1992, and
                        is incorporated herein by reference.

   4.2                  Bylaws of the Registrant, which were filed as Exhibit
                        3(b) to the Registrant's Annual Report on Form 10-K for

                                       3

<PAGE>
                        the year ended September 30, 1999, and are incorporated
                        herein by reference.

   4.3                  Certificate of Ownership and Merger merging Magellan
                        Health Services, Inc. (a Delaware corporation) into
                        Charter Medical Corporation (a Delaware corporation), as
                        filed in Delaware on December 21, 1995, which was filed
                        as Exhibit 3(c) to the Registrant's Annual Report on
                        Form 10-K for

                        the year ended September 30, 1995, and is
                        incorporated herein by reference.

   5                    Opinion of Mark S. Demilio as to the legality of shares
                        of Common Stock being registered.

   23.1                 Consent of Arthur Andersen LLP.

   23.2                 Consent of Mark S. Demilio (contained in the opinion
                        filed as Exhibit 5).

   99                   Magellan Health Services, Inc. 2000 Long-Term Incentive
                        Compensation Plan
</TABLE>


         EXPERTS

         The audited consolidated financial statements of Magellan Health
Services, Inc. and subsidiaries included in the Registrant's Annual Report on
Form 10-K for the year ended September 30, 1999 incorporated by reference in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

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

              (iii)To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement; provided, however, that paragraphs
                   (a)(1)(i) and (a)(1)(ii) do not apply if the Registration
                   Statement is on Form S-3 or Form S-8, and 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
                   Securities Exchange Act of 1934 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

                                       4

<PAGE>

              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 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) 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 of 1933 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
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.


                                       5
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Magellan
Health Services, Inc. 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 Columbia, State of Maryland, on the 20th day of
September 2000.

                                  MAGELLAN HEALTH SERVICES, INC.

                                  By: /s/ MARK S. DEMILIO
                                      -----------------------------------------
                                      Mark S. Demilio
                                      Executive Vice President

         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 dates indicated.


/s/ HENRY T. HARBIN                                     Date: September 20, 2000
-----------------------------------------
Henry T. Harbin
President and Chief Executive Officer
(Principal Executive Officer) and Director


/s/ CLIFFORD W. DONNELLY                                Date: September 20, 2000
-----------------------------------------
Clifford W. Donnelly
Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)


/s/ THOMAS C. HOFMEISTER                                Date: September 20, 2000
-----------------------------------------
Thomas C. Hofmeister
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)


/s/ DAVID BONDERMAN                                     Date: September 20, 2000
-----------------------------------------
David Bonderman
Director


/s/ JONATHAN J. COSLET                                  Date: September 20, 2000
-----------------------------------------
Jonathan J. Coslet
Director


/s/ G. FRED DIBONA, JR.                                 Date: September 20, 2000
-----------------------------------------
G. Fred DiBona, Jr.
Director

                                       6

<PAGE>


/s/ ANDRE C. DIMITRIADIS                                Date: September 20, 2000
-----------------------------------------
Andre C. Dimitriadis
Director


/s/ A. D. FRAZIER, JR.                                  Date: September 20, 2000
-----------------------------------------
A. D. Frazier, Jr.
Director


/s/ GERALD L. MCMANIS                                   Date: September 20, 2000
-----------------------------------------
Gerald L. McManis
Director


/s/ DANIEL S. MESSINA                                   Date: September 20, 2000
-----------------------------------------
Daniel S. Messina
Director


/s/ ROBERT W. MILLER                                    Date: September 20, 2000
-----------------------------------------
Robert W. Miller
Chairman of the Board of Directors


/s/ DARLA D. MOORE                                      Date: September 20, 2000
-----------------------------------------
Darla D. Moore
Director


/s/   JEFFREY A. SONNENFELD                             Date: September 20, 2000
-----------------------------------------
Jeffrey A. Sonnenfeld
Director


/s/   JAMES B. WILLIAMS                                 Date: September 20, 2000
-----------------------------------------
James B. Williams
Director


                                       7
[{"type": "S-8", "sequence": "1", "filename": "a2026253zs-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20654}]
{"company-data": {"conformed-name": "MAGELLAN HEALTH SERVICES INC", "cik": "0000019411", "assigned-sic": "8060", "irs-number": "581076937", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46388", "film-number": "726973"}, "business-address": {"street1": "6950 COLUMBIA GATEWAY", "street2": "STE 400", "city": "COLUMBIA", "state": "MD", "zip": "21046", "phone": "4109531000"}, "former-company": {"former-conformed-name": "CHARTER MEDICAL CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on September 22, 2000.

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

         DELAWARE                                             58-1076937
(State or other jurisdiction of                             (I.R.S. employer
 incorporation or organization)                            identification no.)

                           6950 COLUMBIA GATEWAY DRIVE
                                COLUMBIA, MD  21046
                    (Address of principal executive offices)

   MAGELLAN HEALTH SERVICES, INC. 2000 LONG-TERM INCENTIVE COMPENSATION PLAN
                            (Full title of the plan)

                                MARK S. DEMILIO
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                         MAGELLAN HEALTH SERVICES, INC.
                          6950 COLUMBIA GATEWAY DRIVE
                               COLUMBIA, MD 21046
                    (Name and address of agent for service)

                                 (410) 953-1258
         (Telephone number, including area code, of agent for service)

--------------------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed          Proposed
 Title of                              maximum          maximum
securities             Amount         offering          aggregate      Amount of
  to be                 to be           price           offering      registration
registered           registered(1)   per share(2)       price(2)          fee
----------           -------------   ------------       --------      -------------
Common Stock,         1,000,000      $3.78125           $3,781,250       $998.25
par value $0.25
per share
(1) Calculated pursuant to Rule 457(c) under the Securities Act on the basis of
    the average of the high and low sales prices of the Common Stock on the New
    York Stock Exchange on September 19, 2000.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents previously filed by Magellan Health Services,
Inc. (the "Registrant") with the Securities and Exchange Commission are hereby
incorporated by reference into this Registration Statement:

         (a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1999;

         (b) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since September 30, 1999; and

         (c) The description of the Registrant's Common Stock, par value $0.25
per share, contained in the Registrant's registration statement on Form 8-A
under the Exchange Act, effective on December 27, 1996, including any amendment
or report filed for the purpose of updating such description.

         All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Mark S. Demilio, Executive Vice President and General Counsel of the
Registrant, rendered the opinion (attached as Exhibit 5 hereto) as to the
legality of the securities registered under this Registration Statement.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is a Delaware corporation. Section 145 of the Delaware
General Corporation Law (the "DGCL") provides that a Delaware corporation has
the power to indemnify its officers and directors in certain circumstances.

         Subsection (a) of Section 145 of the DGCL empowers a corporation to
indemnify any director or officer, or former director or officer, who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of his service as director, officer, employee or agent of the
corporation, or his service, at the corporation's request, as a director,
officer, employee or agent of another corporation or enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit
or proceeding provided that such director or officer acted in good faith and in
a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding,
provided that such director or officer had no reasonable cause to believe his
conduct was unlawful.

         Subsection (b) of Section 145 empowers a corporation to indemnify any
director or officer, or former director or officer, who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person acted in any of the capacities set forth
above, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit
provided that such director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the

                                       2
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such director or officer is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.

         Section 145 further provides that, to the extent a director or officer
of a corporation has been successful in the defense of any action, suit or
proceeding referred to in subsection (a) or (b) or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith; provided that indemnification provided for by Section 145 or granted
pursuant thereto shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and empowers the corporation to purchase and
maintain insurance on behalf of a director or officer of the corporation against
any liability asserted against him or incurred by him in any such capacity or
arising out of his status as such whether or not the corporation would have the
power to indemnify him against such liabilities under Section 145.

         Article VII of the Bylaws of the Registrant provides in substance that
the Registrant shall indemnify directors and officers against all liability and
related expenses incurred in connection with the affairs of the Registrant if:
(a), in the case of actions not by or in the right of the Registrant, the
director or officer acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Registrant, and (with
respect to a criminal proceeding) had no reasonable cause to believe his conduct
was unlawful; and (b), in the case of actions by or in the right of the
Registrant, the director or officer acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Registrant, provided that no indemnification shall be made for a claim as to
which the director or officer is adjudged liable for negligence or misconduct
unless (and only to the extent that) an appropriate court determines that, in
view of all the circumstances, such person is fairly and reasonably entitled to
indemnity.

         In addition, Section 102(b)(7) of the DGCL permits Delaware
corporations to include a provision in their certificates of incorporation
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 provisions shall 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 that involve intentional misconduct or a knowing violation of law,
(iii) for unlawful payment of dividends or other unlawful distributions, or (iv)
for any transactions from which the director derived an improper personal
benefit. Article Twelfth of the Registrant's Restated Certificate of
Incorporation contains such a provision.

         The Registrant maintains Directors' and Officers' liability insurance
with various insurance providers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
EXHIBIT                                    DESCRIPTION
----------              --------------------------------------------------------
4.1                  Restated Certificate of Incorporation of the Registrant,
                        as filed in Delaware on October 16, 1992, which was
                        filed as Exhibit 3(a) to the Registrant's Annual Report
                        on Form 10-K for the year ended September 30, 1992, and
                        is incorporated herein by reference.

   4.2                  Bylaws of the Registrant, which were filed as Exhibit
                        3(b) to the Registrant's Annual Report on Form 10-K for

                                       3
the year ended September 30, 1999, and are incorporated
                        herein by reference.

   4.3                  Certificate of Ownership and Merger merging Magellan
                        Health Services, Inc. (a Delaware corporation) into
                        Charter Medical Corporation (a Delaware corporation), as
                        filed in Delaware on December 21, 1995, which was filed
                        as Exhibit 3(c) to the Registrant's Annual Report on
                        Form 10-K for

                        the year ended September 30, 1995, and is
                        incorporated herein by reference.

   5                    Opinion of Mark S. Demilio as to the legality of shares
                        of Common Stock being registered.

   23.1                 Consent of Arthur Andersen LLP.

   23.2                 Consent of Mark S. Demilio (contained in the opinion
                        filed as Exhibit 5).

   99                   Magellan Health Services, Inc. 2000 Long-Term Incentive
                        Compensation Plan
EXPERTS

         The audited consolidated financial statements of Magellan Health
Services, Inc. and subsidiaries included in the Registrant's Annual Report on
Form 10-K for the year ended September 30, 1999 incorporated by reference in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated by reference herein in reliance upon the authority
of said firm as experts in giving said reports.

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

              (iii)To include any material information with respect to the plan
                   of distribution not previously disclosed in the Registration
                   Statement or any material change to such information in the
                   Registration Statement; provided, however, that paragraphs
                   (a)(1)(i) and (a)(1)(ii) do not apply if the Registration
                   Statement is on Form S-3 or Form S-8, and 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
                   Securities Exchange Act of 1934 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

                                       4
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 15(d) of
         the Securities Exchange Act of 1934 (and, where applicable, each filing
         of an employee benefit plan's annual report pursuant to Section 15(d)
         of the Securities Exchange Act of 1934) 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 of 1933 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
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, Magellan
Health Services, Inc. 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 Columbia, State of Maryland, on the 20th day of
September 2000.

                                  MAGELLAN HEALTH SERVICES, INC.

                                  By: /s/ MARK S. DEMILIO
                                      -----------------------------------------
                                      Mark S. Demilio
                                      Executive Vice President

         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 dates indicated.

/s/ HENRY T. HARBIN                                     Date: September 20, 2000
-----------------------------------------
Henry T. Harbin
President and Chief Executive Officer
(Principal Executive Officer) and Director

/s/ CLIFFORD W. DONNELLY                                Date: September 20, 2000
-----------------------------------------
Clifford W. Donnelly
Executive Vice President and
 Chief Financial Officer
(Principal Financial Officer)

/s/ THOMAS C. HOFMEISTER                                Date: September 20, 2000
-----------------------------------------
Thomas C. Hofmeister
Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)

/s/ DAVID BONDERMAN                                     Date: September 20, 2000
-----------------------------------------
David Bonderman
Director

/s/ JONATHAN J. COSLET                                  Date: September 20, 2000
-----------------------------------------
Jonathan J. Coslet
Director

/s/ G. FRED DIBONA, JR.                                 Date: September 20, 2000
-----------------------------------------
G. Fred DiBona, Jr.
Director

                                       6
/s/ ANDRE C. DIMITRIADIS                                Date: September 20, 2000
-----------------------------------------
Andre C. Dimitriadis
Director

/s/ A. D. FRAZIER, JR.                                  Date: September 20, 2000
-----------------------------------------
A. D. Frazier, Jr.
Director

/s/ GERALD L. MCMANIS                                   Date: September 20, 2000
-----------------------------------------
Gerald L. McManis
Director

/s/ DANIEL S. MESSINA                                   Date: September 20, 2000
-----------------------------------------
Daniel S. Messina
Director

/s/ ROBERT W. MILLER                                    Date: September 20, 2000
-----------------------------------------
Robert W. Miller
Chairman of the Board of Directors

/s/ DARLA D. MOORE                                      Date: September 20, 2000
-----------------------------------------
Darla D. Moore
Director

/s/   JEFFREY A. SONNENFELD                             Date: September 20, 2000
-----------------------------------------
Jeffrey A. Sonnenfeld
Director

/s/   JAMES B. WILLIAMS                                 Date: September 20, 2000
-----------------------------------------
James B. Williams
Director

                                       7