REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         STAR MULTI CARE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

           New York                                              11-1975534
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

99 Railroad Station, Hicksville, New York                          11801
(Address of Principal Executive Offices)                         (Zip Code)

                         STAR MULTI CARE SERVICES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                        Mr. William Fellerman, Secretary
                         Star Multi Care Services, Inc.
                               99 Railroad Station
                           Hicksville, New York 11801
                     (Name and address of agent for service)

                                 (516) 938-2016
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 11801

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        PROPOSED      PROPOSED
                                        MAXIMUM       MAXIMUM
TITLE OF                AMOUNT          OFFERING      AGGREGATE     AMOUNT OF
SECURITIES              TO BE           PRICE PER     OFFERING      REGISTRATION
TO BE REGISTERED        REGISTERED      SHARE         PRICE         FEE
--------------------------------------------------------------------------------
Common Stock,       353,934 shares(1)  $5.0469(2)  $1,786,269.50(2)  $541.29
par value $.001         
per share               
--------------------------------------------------------------------------------

(1)   The number of shares of Common Stock, par value $.001 per share, that were
      originally  authorized for issuance under the Employee Stock Purchase Plan
      was  300,000.  This  amount  has been  adjusted  to  reflect  two 6% stock
      dividends and a 5% stock  dividend.  Pursuant to Rule 416(b),  there shall
      also be deemed  covered hereby all  additional  securities  resulting from
      anti-dilution adjustments under the  Employee Stock Purchase Plan.



<PAGE>



(2)    Estimated  solely for the purpose of calculating the  registration fee on
       the basis of,  pursuant to Rule  457(c),  the average of the high and low
       sales prices per share of the  registrant's  Common Stock on the National
       Association of Securities  Dealers Automated  Quotation System on January
       29, 1997. Eighty-five percent (85%) of such average price was used as the
       maximum  offering price because the Employee Stock Purchase Plan provides
       for the purchase at eighty-five  percent (85%) of the fair-market  value,
       as defined in the Employee Stock Purchase Plan.



<PAGE>



                                    PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents  heretofore  filed by the Company  with the
Securities and Exchange  Commission (File No. 0-21299) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:

           (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year
ended May 31, 1996;

           (b) The  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
quarters ended August 31, 1996 and November 30, 1996; and

           (c) The  description of the Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A  filed  on  September  4,  1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           (a) Section 722 of the New York  Business  Corporation  Law ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the

                                      II-1

<PAGE>



corporation,  or served  another  entity in any  capacity  at the request of the
corporation,  against  any  judgment,  fines,  amounts  paid in  settlement  and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding,  or any appeal therein, if such person
acted in good faith,  for a purpose he or she reasonably  believed to be in, or,
in the case of service for another entity, not opposed to, the best interests of
the  corporation  and, in criminal  actions or  proceedings,  in addition had no
reasonable cause to believe that his or her conduct was unlawful. Section 723 of
the NYBCL permits the  corporation  to pay in advance of a final  disposition of
such action or  proceeding  the expenses  incurred in  defending  such action or
proceeding  upon  receipt of an  undertaking  by or on behalf of the director or
officer to repay such amount as, and to the extent, required by statute. Section
721 of the NYBCL  provides  that  indemnification  and  advancement  of  expense
provisions contained in the NYBCL shall not be deemed exclusive of any rights to
which a director or officer seeking  indemnification  or advancement of expenses
may be entitled,  whether  contained in the certificate of  incorporation or the
by-laws  of  the  corporation  or,  when  authorized  by  such   certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors  or (iii) an  agreement,  provided no  indemnification  may be made on
behalf of any  director  or officer if a judgment  or other  final  adjudication
adverse  to the  director  or  officer  establishes  that his or her  acts  were
committed in bad faith or were the result of active or deliberate dishonesty and
were  material  to the  cause  of  action  so  adjudicated,  or  that  he or she
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

           (b) The Company's  Certificate of  Incorporation  provides in Article
Twelfth as follows:

                      "TWELFTH:  To the fullest extent now or hereafter provided
for or permitted by law, no director of the Company shall be  personally  liable
to the  Company or its  shareholders  for damages for any breach of duty in such
capacity.  Neither the  amendment  or repeal of this  Article  Twelfth,  nor the
adoption of any provision of the Certificate of Incorporation  inconsistent with
this Article  Twelfth,  shall eliminate or reduce the protection by this Article
Twelfth to a director of the Company in respect to any matter which occurred, or
any cause of action,  suit or claim which but for the Article Twelfth would have
accrued or arisen, prior to such amendment, repeal or adoption."

           (c) Article X of the Company's By-Laws provides, in general, that the
Company  shall  indemnify  any  officer  or  director  (including  officers  and
directors  serving  another  corporation,  partnership,  joint  venture,  trust,
employee  benefit  plan or other  enterprise  in any  capacity at the  Company's
request)  made,  or  threatened  to be made, a party to an action or  proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she was serving in any of those capacities against judgments,  fines,
amounts paid in settlement and reasonable expenses  (including  attorneys' fees)
actually  and  necessarily  incurred in  connection  with the defense of or as a
result of such action or proceeding or in  connection  with any appeal  thereof.
Indemnification  is not  available  under Article X if a judgment or other final
adjudication adverse to such director or officer establishes that (i) his or her
acts were  committed  in bad faith or were the result of active  and  deliberate
dishonesty  and,  in  either  case,  were  material  to the  cause of  action so
adjudicated, or (ii)

                                      II-2

<PAGE>



he or she  personally  gained in fact a financial  profit or other  advantage to
which he or she was not legally entitled.

           (d)  Pursuant  to By-law  Article X, the  Company  has  entered  into
indemnification  agreements with certain of its directors and officers providing
for the indemnification of such directors and officers in derivative actions, as
well as with respect to third party actions. The NYBCL mandates  indemnification
in  derivative  actions if the officer or director has been  successful,  on the
merits  or  otherwise,  in  the  defense  of  the  action.  The  indemnification
agreements,  as well as Section 722 of the NYBCL, do not permit  indemnification
in  derivative  actions  for (a)  proceedings  which are  settled  or  otherwise
disposed  of or (b)  claims to which a person  has been  adjudged  to be liable,
unless court approved.  However,  in reliance on Section 721 of the NYBCL, which
provides  that the  statutory  indemnification  provisions  are not exclusive of
other  rights  which  may  be  provided  to  an  officer  or  director   seeking
indemnification,  By-law Article X also extends the right of  indemnification to
settlements  and  unsuccessful   defenses  of  derivative  actions  without  the
necessity of a court determination  provided the person seeking  indemnification
meets the standard  described  in the  preceding  paragraph.  The Company is not
aware of any judicial  determination  as to whether  indemnification  provisions
such as those related to derivative actions in By-Law Article X (which, by their
terms,  exceed the scope of NYBCL  Section 722 but where the standard of conduct
set forth in NYBCL  Section 721 has been met) are  enforceable  pursuant to such
nonexclusivity provision.

           (e) By-law Article X, like the indemnification  agreements,  provides
that the  expenses  incurred  in  defending  any action to which a  director  or
officer  may be  entitled  to  indemnification  shall be advanced by the Company
prior  to the  final  disposition  of  the  action  as  long  as the  indemnitee
undertakes  to repay such  advances  if  required  by law.  The Company has been
advised that the NYBCL currently  requires that an officer or director undertake
to repay such advances to the extent they exceed the amount to which the officer
or director ultimately is entitled.  The period of time within which the Company
is to advance  expenses is fifteen days after  request;  the time period  within
which the Company is to provide indemnification after request is thirty days.

           (f) By-law  Article X, which by its terms is not the exclusive  basis
for granting rights to indemnification  or advancement of expenses,  establishes
procedures for processing  indemnification  requests,  confirms the authority of
the Company to maintain  indemnification  insurance  and prohibits the repeal of
By-law Article X retroactively.  By-law Article X also provides that it applies,
to the fullest extent permitted by law, to acts or omissions  occurring prior to
its  adoption.  By-law  Article X further  stipulates  that the  rights  granted
therein are  contractual  in nature,  which is meant to prevent any  retroactive
denial or reduction of indemnification if By-law Article X is later amended.

           (g) Under By-law  Article X, the Board of Directors is permitted,  to
the fullest extent  permitted by law, to establish an  appropriate  scope of and
procedure for the  indemnification of, and advancement of expenses to, employees
and other persons to whom the Company is permitted to provide indemnification or
advancement of expenses.


                                      II-3

<PAGE>



ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

Exhibit
NUMBER               DESCRIPTION

4.01           Certificate of Incorporation filed April 25, 1961.**
4.02           Certificate of Amendment to Certificate  of  Incorporation  filed
               February 22, 1989.**
4.03           Certificate of Amendment to Certificate  of  Incorporation  filed
               December 4, 1990.**
4.04           Certificate of Amendment to Certificate  of  Incorporation  filed
               February 3, 1994.  (Incorporated by reference to Exhibit 3 (d) to
               the  Company's  Annual  Report on Form 10-KSB for the fiscal year
               ended May 31,  1994.)4.05  Certificate  of Change  filed March 2,
               1995. (Incorporated by reference to Exhibit 3(e) to the Company's
               Annual  Report on Form  10-KSB for the fiscal  year ended May 31,
               1995.)
4.06           By-Laws,  as amended on November 18, 1992 and September 13, 1993.
               (Incorporated  by  reference  to  Exhibit 3 (e) to the  Company's
               Annual  Report on Form  10-KSB for the fiscal  year ended May 31,
               1994.)
4.07           Employee  Stock  Purchase  Plan, as amended  through  October 31,
               1996.*
5.01           Opinion of Parker Chapin  Flattau & Klimpl,  LLP,  counsel to the
               registrant,  as  to  the  legality  of  the  Common  Stock  being
               offered.*
23.01          Consent of Holtz Rubenstein & Co., LLP.*
23.02          Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (contained  in
               Exhibit 5.01).
24.01          Powers of  Attorney  of certain  officers  and  directors  of the
               registrant (included in signature page).

--------------
 *      Filed herewith.
**      Incorporated  by reference to the  Company's  Registration  Statement on
        Form S-18 dated May 14, 1991. (Registration No. 33-39697-NY)

ITEM 9.    UNDERTAKINGS.

           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-4

<PAGE>



               (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 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, 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 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  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-5

<PAGE>



                                   SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 30th day of
January, 1997.

                                       STAR MULTI CARE SERVICES, INC.


                                       By: /s/ Stephen Sternbach
                                           -------------------------------------
                                           Stephen Sternbach
                                           President and Chief Executive Officer

           KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  hereby
constitutes and appoints  Stephen  Sternbach and William  Fellerman his true and
lawful  attorneys-in-fact  and agents, for him and in his name, place and stead,
in any and all  capacities,  with full power to act  alone,  to sign any and all
amendments to this  Registration  Statement,  and to file each such amendment to
this Registration Statement with all exhibits thereto, and any and all documents
in connection  therewith,  with the Securities and Exchange  Commission,  hereby
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  any and all acts  and  things  required  and
necessary  to be done,  as fully and to all intents and purposes as, he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

           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.

     SIGNATURE                      TITLE                           DATE


/s/ Stephen Sternbach         Director, President and Chief     January 30, 1997
-------------------------     Executive Officer
    Stephen Sternbach                         

/s/ William Fellerman         Director, Secretary,              January 30, 1997
-------------------------     Treasurer, and Chief
    William Fellerman         Financial Officer

/s/ John P. Innes II          Director                          January 30, 1997
-------------------------
    John P. Innes II

/s/ Matthew Solof             Director                          January 30, 1997
--------------------------
    Matthew Solof



                                      II-6

<PAGE>




/s/ Charles Berdan            Director                          January 30, 1997
--------------------------
    Charles Berdan

/s/ Melvin L. Katten          Director                          January 30, 1997
--------------------------    
    Melvin L. Katten

/s/ Gary L. Weinberger        Director                          January 30, 1997
--------------------------
    Gary L. Weinberger



                                      II-7
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REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                         STAR MULTI CARE SERVICES, INC.
             (Exact name of registrant as specified in its charter)

           New York                                              11-1975534
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

99 Railroad Station, Hicksville, New York                          11801
(Address of Principal Executive Offices)                         (Zip Code)

                         STAR MULTI CARE SERVICES, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                        Mr. William Fellerman, Secretary
                         Star Multi Care Services, Inc.
                               99 Railroad Station
                           Hicksville, New York 11801
                     (Name and address of agent for service)

                                 (516) 938-2016
          (Telephone number, including area code, of agent for service)

                                 with a copy to:

                              James Alterbaum, Esq.
                       Parker Chapin Flattau & Klimpl, LLP
                           1211 Avenue of the Americas
                            New York, New York 11801

APPROXIMATE  DATE  OF  COMMENCEMENT  OF  PROPOSED  SALE  TO  PUBLIC:  As soon as
practicable after the effective date of this Registration Statement.

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                        PROPOSED      PROPOSED
                                        MAXIMUM       MAXIMUM
TITLE OF                AMOUNT          OFFERING      AGGREGATE     AMOUNT OF
SECURITIES              TO BE           PRICE PER     OFFERING      REGISTRATION
TO BE REGISTERED        REGISTERED      SHARE         PRICE         FEE
--------------------------------------------------------------------------------
Common Stock,       353,934 shares(1)  $5.0469(2)  $1,786,269.50(2)  $541.29
par value $.001         
per share               
--------------------------------------------------------------------------------

(1)   The number of shares of Common Stock, par value $.001 per share, that were
      originally  authorized for issuance under the Employee Stock Purchase Plan
      was  300,000.  This  amount  has been  adjusted  to  reflect  two 6% stock
      dividends and a 5% stock  dividend.  Pursuant to Rule 416(b),  there shall
      also be deemed  covered hereby all  additional  securities  resulting from
      anti-dilution adjustments under the  Employee Stock Purchase Plan.
(2)    Estimated  solely for the purpose of calculating the  registration fee on
       the basis of,  pursuant to Rule  457(c),  the average of the high and low
       sales prices per share of the  registrant's  Common Stock on the National
       Association of Securities  Dealers Automated  Quotation System on January
       29, 1997. Eighty-five percent (85%) of such average price was used as the
       maximum  offering price because the Employee Stock Purchase Plan provides
       for the purchase at eighty-five  percent (85%) of the fair-market  value,
       as defined in the Employee Stock Purchase Plan.
PART II.

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

           The  following  documents  heretofore  filed by the Company  with the
Securities and Exchange  Commission (File No. 0-21299) pursuant to Section 13(a)
of the Securities  Exchange Act of 1934 (the "1934 Act") are incorporated herein
by reference:

           (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year
ended May 31, 1996;

           (b) The  Company's  Quarterly  Reports  on Form  10-Q for the  fiscal
quarters ended August 31, 1996 and November 30, 1996; and

           (c) The  description of the Company's  Common Stock  contained in the
Company's  Registration  Statement  on Form 8-A  filed  on  September  4,  1996,
including  any  amendment  or report  filed for the  purpose  of  updating  such
descriptions.

           All  documents  filed  subsequent  to the  date of this  Registration
Statement  pursuant  to Section  13(a),  13(c),  14 or 15(d) of the 1934 Act and
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part  hereof from the date of the filing of
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated herein by reference shall be deemed to be modified or superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
statement.

ITEM 4.    DESCRIPTION OF SECURITIES.

           Not Applicable.

ITEM 5.    INTERESTS OF NAMED EXPERTS AND COUNSEL.

           Not Applicable.

ITEM 6.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

           (a) Section 722 of the New York  Business  Corporation  Law ("NYBCL")
permits,  in general,  a New York  corporation  to indemnify any person made, or
threatened  to be made, a party to an action or proceeding by reason of the fact
that he or she was a director or officer of the

                                      II-1
corporation,  or served  another  entity in any  capacity  at the request of the
corporation,  against  any  judgment,  fines,  amounts  paid in  settlement  and
reasonable expenses, including attorneys' fees actually and necessarily incurred
as a result of such action or proceeding,  or any appeal therein, if such person
acted in good faith,  for a purpose he or she reasonably  believed to be in, or,
in the case of service for another entity, not opposed to, the best interests of
the  corporation  and, in criminal  actions or  proceedings,  in addition had no
reasonable cause to believe that his or her conduct was unlawful. Section 723 of
the NYBCL permits the  corporation  to pay in advance of a final  disposition of
such action or  proceeding  the expenses  incurred in  defending  such action or
proceeding  upon  receipt of an  undertaking  by or on behalf of the director or
officer to repay such amount as, and to the extent, required by statute. Section
721 of the NYBCL  provides  that  indemnification  and  advancement  of  expense
provisions contained in the NYBCL shall not be deemed exclusive of any rights to
which a director or officer seeking  indemnification  or advancement of expenses
may be entitled,  whether  contained in the certificate of  incorporation or the
by-laws  of  the  corporation  or,  when  authorized  by  such   certificate  of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors  or (iii) an  agreement,  provided no  indemnification  may be made on
behalf of any  director  or officer if a judgment  or other  final  adjudication
adverse  to the  director  or  officer  establishes  that his or her  acts  were
committed in bad faith or were the result of active or deliberate dishonesty and
were  material  to the  cause  of  action  so  adjudicated,  or  that  he or she
personally  gained in fact a financial  profit or other advantage to which he or
she was not legally entitled.

           (b) The Company's  Certificate of  Incorporation  provides in Article
Twelfth as follows:

                      "TWELFTH:  To the fullest extent now or hereafter provided
for or permitted by law, no director of the Company shall be  personally  liable
to the  Company or its  shareholders  for damages for any breach of duty in such
capacity.  Neither the  amendment  or repeal of this  Article  Twelfth,  nor the
adoption of any provision of the Certificate of Incorporation  inconsistent with
this Article  Twelfth,  shall eliminate or reduce the protection by this Article
Twelfth to a director of the Company in respect to any matter which occurred, or
any cause of action,  suit or claim which but for the Article Twelfth would have
accrued or arisen, prior to such amendment, repeal or adoption."

           (c) Article X of the Company's By-Laws provides, in general, that the
Company  shall  indemnify  any  officer  or  director  (including  officers  and
directors  serving  another  corporation,  partnership,  joint  venture,  trust,
employee  benefit  plan or other  enterprise  in any  capacity at the  Company's
request)  made,  or  threatened  to be made, a party to an action or  proceeding
(whether civil, criminal, administrative or investigative) by reason of the fact
that he or she was serving in any of those capacities against judgments,  fines,
amounts paid in settlement and reasonable expenses  (including  attorneys' fees)
actually  and  necessarily  incurred in  connection  with the defense of or as a
result of such action or proceeding or in  connection  with any appeal  thereof.
Indemnification  is not  available  under Article X if a judgment or other final
adjudication adverse to such director or officer establishes that (i) his or her
acts were  committed  in bad faith or were the result of active  and  deliberate
dishonesty  and,  in  either  case,  were  material  to the  cause of  action so
adjudicated, or (ii)

                                      II-2
he or she  personally  gained in fact a financial  profit or other  advantage to
which he or she was not legally entitled.

           (d)  Pursuant  to By-law  Article X, the  Company  has  entered  into
indemnification  agreements with certain of its directors and officers providing
for the indemnification of such directors and officers in derivative actions, as
well as with respect to third party actions. The NYBCL mandates  indemnification
in  derivative  actions if the officer or director has been  successful,  on the
merits  or  otherwise,  in  the  defense  of  the  action.  The  indemnification
agreements,  as well as Section 722 of the NYBCL, do not permit  indemnification
in  derivative  actions  for (a)  proceedings  which are  settled  or  otherwise
disposed  of or (b)  claims to which a person  has been  adjudged  to be liable,
unless court approved.  However,  in reliance on Section 721 of the NYBCL, which
provides  that the  statutory  indemnification  provisions  are not exclusive of
other  rights  which  may  be  provided  to  an  officer  or  director   seeking
indemnification,  By-law Article X also extends the right of  indemnification to
settlements  and  unsuccessful   defenses  of  derivative  actions  without  the
necessity of a court determination  provided the person seeking  indemnification
meets the standard  described  in the  preceding  paragraph.  The Company is not
aware of any judicial  determination  as to whether  indemnification  provisions
such as those related to derivative actions in By-Law Article X (which, by their
terms,  exceed the scope of NYBCL  Section 722 but where the standard of conduct
set forth in NYBCL  Section 721 has been met) are  enforceable  pursuant to such
nonexclusivity provision.

           (e) By-law Article X, like the indemnification  agreements,  provides
that the  expenses  incurred  in  defending  any action to which a  director  or
officer  may be  entitled  to  indemnification  shall be advanced by the Company
prior  to the  final  disposition  of  the  action  as  long  as the  indemnitee
undertakes  to repay such  advances  if  required  by law.  The Company has been
advised that the NYBCL currently  requires that an officer or director undertake
to repay such advances to the extent they exceed the amount to which the officer
or director ultimately is entitled.  The period of time within which the Company
is to advance  expenses is fifteen days after  request;  the time period  within
which the Company is to provide indemnification after request is thirty days.

           (f) By-law  Article X, which by its terms is not the exclusive  basis
for granting rights to indemnification  or advancement of expenses,  establishes
procedures for processing  indemnification  requests,  confirms the authority of
the Company to maintain  indemnification  insurance  and prohibits the repeal of
By-law Article X retroactively.  By-law Article X also provides that it applies,
to the fullest extent permitted by law, to acts or omissions  occurring prior to
its  adoption.  By-law  Article X further  stipulates  that the  rights  granted
therein are  contractual  in nature,  which is meant to prevent any  retroactive
denial or reduction of indemnification if By-law Article X is later amended.

           (g) Under By-law  Article X, the Board of Directors is permitted,  to
the fullest extent  permitted by law, to establish an  appropriate  scope of and
procedure for the  indemnification of, and advancement of expenses to, employees
and other persons to whom the Company is permitted to provide indemnification or
advancement of expenses.

                                      II-3
ITEM 7.    EXEMPTION FROM REGISTRATION CLAIMED.

           Not Applicable.

ITEM 8.    EXHIBITS.

Exhibit
NUMBER               DESCRIPTION

4.01           Certificate of Incorporation filed April 25, 1961.**
4.02           Certificate of Amendment to Certificate  of  Incorporation  filed
               February 22, 1989.**
4.03           Certificate of Amendment to Certificate  of  Incorporation  filed
               December 4, 1990.**
4.04           Certificate of Amendment to Certificate  of  Incorporation  filed
               February 3, 1994.  (Incorporated by reference to Exhibit 3 (d) to
               the  Company's  Annual  Report on Form 10-KSB for the fiscal year
               ended May 31,  1994.)4.05  Certificate  of Change  filed March 2,
               1995. (Incorporated by reference to Exhibit 3(e) to the Company's
               Annual  Report on Form  10-KSB for the fiscal  year ended May 31,
               1995.)
4.06           By-Laws,  as amended on November 18, 1992 and September 13, 1993.
               (Incorporated  by  reference  to  Exhibit 3 (e) to the  Company's
               Annual  Report on Form  10-KSB for the fiscal  year ended May 31,
               1994.)
4.07           Employee  Stock  Purchase  Plan, as amended  through  October 31,
               1996.*
5.01           Opinion of Parker Chapin  Flattau & Klimpl,  LLP,  counsel to the
               registrant,  as  to  the  legality  of  the  Common  Stock  being
               offered.*
23.01          Consent of Holtz Rubenstein & Co., LLP.*
23.02          Consent of Parker  Chapin  Flattau & Klimpl,  LLP  (contained  in
               Exhibit 5.01).
24.01          Powers of  Attorney  of certain  officers  and  directors  of the
               registrant (included in signature page).

--------------
 *      Filed herewith.
**      Incorporated  by reference to the  Company's  Registration  Statement on
        Form S-18 dated May 14, 1991. (Registration No. 33-39697-NY)

ITEM 9.    UNDERTAKINGS.

           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-4
(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 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, 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 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  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

           The undersigned  registrant  hereby  undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities  offered herein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

           Insofar  as  indemnification   for  liabilities   arising  under  the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the  registrant  pursuant to the  provisions  described  under Item 6
above, or otherwise,  the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is,  therefore,  unenforceable.  In the event that a
claim for  indemnification  against such liabilities  (other than the payment by
the  registrant  of  expenses  incurred  or  paid  by  a  director,  officer  or
controlling  person of the registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

           Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the  City of New  York,  State of New  York,  on the 30th day of
January, 1997.

                                       STAR MULTI CARE SERVICES, INC.

                                       By: /s/ Stephen Sternbach
                                           -------------------------------------
                                           Stephen Sternbach
                                           President and Chief Executive Officer

           KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned  hereby
constitutes and appoints  Stephen  Sternbach and William  Fellerman his true and
lawful  attorneys-in-fact  and agents, for him and in his name, place and stead,
in any and all  capacities,  with full power to act  alone,  to sign any and all
amendments to this  Registration  Statement,  and to file each such amendment to
this Registration Statement with all exhibits thereto, and any and all documents
in connection  therewith,  with the Securities and Exchange  Commission,  hereby
granting unto said  attorneys-in-fact  and agents,  and each of them, full power
and  authority  to do and  perform  any and all acts  and  things  required  and
necessary  to be done,  as fully and to all intents and purposes as, he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  or any of them,  may  lawfully do or cause to be
done by virtue hereof.

           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.

     SIGNATURE                      TITLE                           DATE

/s/ Stephen Sternbach         Director, President and Chief     January 30, 1997
-------------------------     Executive Officer
    Stephen Sternbach                         

/s/ William Fellerman         Director, Secretary,              January 30, 1997
-------------------------     Treasurer, and Chief
    William Fellerman         Financial Officer

/s/ John P. Innes II          Director                          January 30, 1997
-------------------------
    John P. Innes II

/s/ Matthew Solof             Director                          January 30, 1997
--------------------------
    Matthew Solof

                                      II-6
/s/ Charles Berdan            Director                          January 30, 1997
--------------------------
    Charles Berdan

/s/ Melvin L. Katten          Director                          January 30, 1997
--------------------------    
    Melvin L. Katten

/s/ Gary L. Weinberger        Director                          January 30, 1997
--------------------------
    Gary L. Weinberger

                                      II-7