<PAGE>

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000
                                                     Registration No. 333-_____
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                            HORIZON PHARMACIES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         75-2441557
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


                         531 WEST MAIN STREET, SUITE 100
                              DENISON, TEXAS 75020
          (Address of principal executive offices, including zip code)

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

                 HORIZON PHARMACIES, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                 RICKY D. MCCORD
                            HORIZON PHARMACIES, INC.
                         531 WEST MAIN STREET, SUITE 100
                              DENISON, TEXAS 75020
                                 (903) 465-2397
            (Name, address and telephone number of agent for service)

                                    copy to:

                               JAY H. HEBERT, ESQ.
                             VINSON & ELKINS L.L.P.
                          2001 ROSS AVENUE, SUITE 3700
                            DALLAS, TEXAS 75201-2975
                                 (214) 220-7700

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
============================================================================================================
                                                      Proposed             Proposed
  Title of securities         Amount to be         maximum offering     maximum aggregate      Amount of
   to be registered           registered          price per share (1)  offering price (1)  registration fee
------------------------------------------------------------------------------------------------------------
<S>                           <C>                    <C>                    <C>               <C>
Common Stock, $0.01 par
value per share............   600,000 shares (2)     $3.53                  $2,118,000        $559
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 and based
     on the average of the high and low trading prices of the Registrant's
     Common Stock on the American Stock Exchange on May 10, 2000.

(2)  If, as a result of stock splits, stock dividends or similar
     transactions, the number of securities purported to be registered on
     this Registration Statement changes, the provisions of Rule 416 shall
     apply to this Registration Statement, and this Registration Statement
     shall be deemed to cover the additional securities resulting from the
     split of, or dividend on the securities covered by this Registration
     Statement.

================================================================================
<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         HORIZON Pharmacies, Inc. (the "Registrant") will send or give to all
participants in the HORIZON Pharmacies, Inc. 1999 Stock Option Plan (the
"Plan") the document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") as specified
in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act"). The
Registrant has not filed such document(s) with the Commission, but such
documents (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) shall constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1999, filed with the Commission
                  pursuant to the Securities Exchange Act of 1934 (the "Exchange
                  Act") on April 14, 2000;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 2000, filed with the
                  Commission pursuant to the Exchange Act on May 15, 2000; and

         (c)      The description of the Registrant's Common Stock, $0.01 par
                  value, contained in the Registrant's Registration Statement on
                  Form 8-A filed with the Commission on April 21, 1997, and Form
                  8A/A filed with the Commission on June 10, 1997, pursuant to
                  the Exchange Act, including any amendments or reports filed
                  for the purposes of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VII of the Bylaws (the "Bylaws") of the Registrant provides
that directors and officers of the Registrant may be indemnified by the
Registrant for acts taken by such persons while acting in their capacities as
officers or directors of the Registrant to the extent that any such acts were
taken in good faith and the officer or director reasonably believed the acts
to be in or not opposed to the best interests of the Registrant, and, with
respect to criminal action or proceedings, the officer or director had no
reasonable cause to believe his conduct was

                                   -2-
<PAGE>

unlawful. With respect to actions by or in the right of the Registrant,
however, indemnification is not permitted if the director or officer is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless the court in which such action has been brought
determines that indemnification is fair and reasonable. Article VII of the
Bylaws expressly provides that the power to indemnify authorized thereby is
not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. Article VII of the
Bylaws provides the Registrant the power to purchase and maintain insurance
for its directors and officers. To the extent an officer or director is
successful on the merits or otherwise in defense of any action, suit or
proceeding the Registrant shall indemnify such officer or director for
expenses actually and reasonably incurred.

         Article VII of the Bylaws does not expressly provide indemnification
to the full extent permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"), although the indemnification provisions of the
Bylaws generally parallel the indemnification allowed to officers and
directors under Section 145 of the DGCL. The Certificate of Incorporation of
the registrant has no provisions relating to the indemnification of officers
and directors.

         The preceding discussion of the Company's Certificate of
Incorporation, the Bylaws and Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the Certificate of
Incorporation, the Bylaws and Section 145 of the DGCL.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

<TABLE>
<CAPTION>

         Exhibit
         NUMBER            DESCRIPTION
         -------           -----------
          <S>              <C>
          4.1              Form of Stock Certificate, incorporated by reference to Exhibit 4.1 to the
                           Registrant's Registration Statement on Form S-3 (No. 333-61987) as filed with the
                           Commission on August 21, 1998.

         *4.2              HORIZON Pharmacies, Inc. 1999 Stock Option Plan

         *5.1              Opinion of Vinson & Elkins L.L.P.

         *23.1             Consent of Ernst & Young L.L.P.

         *23.2             Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto)

         *24.1             Powers of Attorney (included in the signature pages hereto)

</TABLE>

         ----------
         *Filed herewith

                                   -3-
<PAGE>


ITEM 9.  UNDERTAKINGS.

         (a)      The Company 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;

                        (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 (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in this Registration Statement.

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

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

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.

                                   -4-
<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 Denison, State of Texas, on the
16th day of May, 2000.

                                        HORIZON PHARMACIES, INC.


                                        By: /s/ Ricky D. McCord
                                           -------------------------------------
                                           Ricky D. McCord
                                           President and Chief Executive Officer

         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. Each person whose signature appears
below authorizes and appoints Ricky D. McCord, as his or her attorney-in-fact
to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the registration of the securities which are the subject of
this Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.

<TABLE>
<CAPTION>

        Signature                                               Capacity                             Date
        ---------                                               --------                             ----
<S>                                                <C>                                            <C>

/s/ Ricky D. McCord
-------------------------------                    Chairman of the Board, President and           May 16, 2000
Ricky D. McCord                                    Chief Operating Officer (Principal
                                                   Executive Officer)

/s/ John N. Stogner
-------------------------------                    Director, Chief Financial Officer and          May 16, 2000
John N. Stogner                                    Treasurer (Principal Financial and
                                                   Accounting Officer)

/s/ Charlie K. Herr
-------------------------------                    Director, Senior Vice President and            May 16, 2000
Charlie K. Herr                                    Secretary


/s/ Michael F. Loy
-------------------------------                    Director                                       May 16, 2000
Michael F. Loy


/s/ Philip H. Yeilding
-------------------------------                    Director                                       May 16, 2000
Philip H. Yeilding


/s/ Herbert J. Fleming
-------------------------------                    Director                                       May 16, 2000
Herbert J. Fleming

</TABLE>

<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>


Exhibit
Number            Description
-------           -----------
<S>               <C>
 4.1              Form of Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registrant's
                  Registration Statement on Form S-3 (No. 333-61987) as filed with the Commission on August 21,
                  1998.

*4.2              HORIZON Pharmacies, Inc. 1999 Stock Option Plan

*5.1              Opinion of Vinson & Elkins L.L.P.

*23.1             Consent of Ernst & Young L.L.P.

*23.2             Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto)

*24.1             Powers of Attorney (included in the signature pages hereto)

</TABLE>

----------
*Filed herewith
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 18380}]
{"company-data": {"conformed-name": "HORIZON PHARMACIES INC", "cik": "0001036260", "assigned-sic": "5912", "irs-number": "752441557", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37206", "film-number": "638673"}, "business-address": {"street1": "531 W MAIN STREET", "street2": "SUITE 100", "city": "DENISON", "state": "TX", "zip": "75020", "phone": "9034652397"}, "mail-address": {"street1": "531 W MAIN STREET", "street2": "SUITE 100", "city": "DENISON", "state": "TX", "zip": "75020"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 2000
                                                     Registration No. 333-_____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                -----------------

                            HORIZON PHARMACIES, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                         75-2441557
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

                         531 WEST MAIN STREET, SUITE 100
                              DENISON, TEXAS 75020
          (Address of principal executive offices, including zip code)

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

                 HORIZON PHARMACIES, INC. 1999 STOCK OPTION PLAN
                            (Full title of the plan)

                                 RICKY D. MCCORD
                            HORIZON PHARMACIES, INC.
                         531 WEST MAIN STREET, SUITE 100
                              DENISON, TEXAS 75020
                                 (903) 465-2397
            (Name, address and telephone number of agent for service)

                                    copy to:

                               JAY H. HEBERT, ESQ.
                             VINSON & ELKINS L.L.P.
                          2001 ROSS AVENUE, SUITE 3700
                            DALLAS, TEXAS 75201-2975
                                 (214) 220-7700

                         CALCULATION OF REGISTRATION FEE
============================================================================================================
                                                      Proposed             Proposed
  Title of securities         Amount to be         maximum offering     maximum aggregate      Amount of
   to be registered           registered          price per share (1)  offering price (1)  registration fee
------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share............   600,000 shares (2)     $3.53                  $2,118,000        $559
------------------------------------------------------------------------------------------------------------
(1)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h) under the Securities Act of 1933 and based
     on the average of the high and low trading prices of the Registrant's
     Common Stock on the American Stock Exchange on May 10, 2000.

(2)  If, as a result of stock splits, stock dividends or similar
     transactions, the number of securities purported to be registered on
     this Registration Statement changes, the provisions of Rule 416 shall
     apply to this Registration Statement, and this Registration Statement
     shall be deemed to cover the additional securities resulting from the
     split of, or dividend on the securities covered by this Registration
     Statement.

================================================================================
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         HORIZON Pharmacies, Inc. (the "Registrant") will send or give to all
participants in the HORIZON Pharmacies, Inc. 1999 Stock Option Plan (the
"Plan") the document(s) containing information specified by Part I of this
Form S-8 Registration Statement (the "Registration Statement") as specified
in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 (the "Securities Act"). The
Registrant has not filed such document(s) with the Commission, but such
documents (along with the documents incorporated by reference into this
Registration Statement pursuant to Item 3 of Part II hereof) shall constitute
a prospectus that meets the requirements of Section 10(a) of the Securities
Act.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant hereby incorporates by reference into this Registration
Statement the following documents:

         (a)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 1999, filed with the Commission
                  pursuant to the Securities Exchange Act of 1934 (the "Exchange
                  Act") on April 14, 2000;

         (b)      The Registrant's Quarterly Report on Form 10-Q for the
                  quarterly period ended March 31, 2000, filed with the
                  Commission pursuant to the Exchange Act on May 15, 2000; and

         (c)      The description of the Registrant's Common Stock, $0.01 par
                  value, contained in the Registrant's Registration Statement on
                  Form 8-A filed with the Commission on April 21, 1997, and Form
                  8A/A filed with the Commission on June 10, 1997, pursuant to
                  the Exchange Act, including any amendments or reports filed
                  for the purposes of updating such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article VII of the Bylaws (the "Bylaws") of the Registrant provides
that directors and officers of the Registrant may be indemnified by the
Registrant for acts taken by such persons while acting in their capacities as
officers or directors of the Registrant to the extent that any such acts were
taken in good faith and the officer or director reasonably believed the acts
to be in or not opposed to the best interests of the Registrant, and, with
respect to criminal action or proceedings, the officer or director had no
reasonable cause to believe his conduct was

                                   -2-
unlawful. With respect to actions by or in the right of the Registrant,
however, indemnification is not permitted if the director or officer is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the Registrant unless the court in which such action has been brought
determines that indemnification is fair and reasonable. Article VII of the
Bylaws expressly provides that the power to indemnify authorized thereby is
not exclusive of any rights granted under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. Article VII of the
Bylaws provides the Registrant the power to purchase and maintain insurance
for its directors and officers. To the extent an officer or director is
successful on the merits or otherwise in defense of any action, suit or
proceeding the Registrant shall indemnify such officer or director for
expenses actually and reasonably incurred.

         Article VII of the Bylaws does not expressly provide indemnification
to the full extent permitted by Section 145 of the Delaware General
Corporation Law (the "DGCL"), although the indemnification provisions of the
Bylaws generally parallel the indemnification allowed to officers and
directors under Section 145 of the DGCL. The Certificate of Incorporation of
the registrant has no provisions relating to the indemnification of officers
and directors.

         The preceding discussion of the Company's Certificate of
Incorporation, the Bylaws and Section 145 of the DGCL is not intended to be
exhaustive and is qualified in its entirety by the Certificate of
Incorporation, the Bylaws and Section 145 of the DGCL.

         Insofar as indemnification for liabilities arising under the
Securities Act may be permitted pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.
Exhibit
         NUMBER            DESCRIPTION
         -------           -----------
4.1              Form of Stock Certificate, incorporated by reference to Exhibit 4.1 to the
                           Registrant's Registration Statement on Form S-3 (No. 333-61987) as filed with the
                           Commission on August 21, 1998.

         *4.2              HORIZON Pharmacies, Inc. 1999 Stock Option Plan

         *5.1              Opinion of Vinson & Elkins L.L.P.

         *23.1             Consent of Ernst & Young L.L.P.

         *23.2             Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto)

         *24.1             Powers of Attorney (included in the signature pages hereto)
----------
         *Filed herewith

                                   -3-
ITEM 9.  UNDERTAKINGS.

         (a)      The Company 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;

                        (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 (1)(i) and (1)(ii) do not apply if
         the information required to be included in a post-effective amendment
         by those paragraphs is contained in periodic reports filed by the
         Company pursuant to Section 13 or Section 15(d) of the Exchange Act
         that are incorporated by reference in this Registration Statement.

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

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

         (b)      The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at the time shall be deemed to
be the initial bona fide offering thereof.

         (c)      Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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
Securities Act and will be governed by the final adjudication of such issue.

                                   -4-
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 Denison, State of Texas, on the
16th day of May, 2000.

                                        HORIZON PHARMACIES, INC.

                                        By: /s/ Ricky D. McCord
                                           -------------------------------------
                                           Ricky D. McCord
                                           President and Chief Executive Officer

         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. Each person whose signature appears
below authorizes and appoints Ricky D. McCord, as his or her attorney-in-fact
to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Registrant to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the registration of the securities which are the subject of
this Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney-in-fact may deem appropriate.
Signature                                               Capacity                             Date
        ---------                                               --------                             ----
/s/ Ricky D. McCord
-------------------------------                    Chairman of the Board, President and           May 16, 2000
Ricky D. McCord                                    Chief Operating Officer (Principal
                                                   Executive Officer)

/s/ John N. Stogner
-------------------------------                    Director, Chief Financial Officer and          May 16, 2000
John N. Stogner                                    Treasurer (Principal Financial and
                                                   Accounting Officer)

/s/ Charlie K. Herr
-------------------------------                    Director, Senior Vice President and            May 16, 2000
Charlie K. Herr                                    Secretary

/s/ Michael F. Loy
-------------------------------                    Director                                       May 16, 2000
Michael F. Loy

/s/ Philip H. Yeilding
-------------------------------                    Director                                       May 16, 2000
Philip H. Yeilding

/s/ Herbert J. Fleming
-------------------------------                    Director                                       May 16, 2000
Herbert J. Fleming
INDEX TO EXHIBITS
Exhibit
Number            Description
-------           -----------
4.1              Form of Stock Certificate, incorporated by reference to Exhibit 4.1 to the Registrant's
                  Registration Statement on Form S-3 (No. 333-61987) as filed with the Commission on August 21,
                  1998.

*4.2              HORIZON Pharmacies, Inc. 1999 Stock Option Plan

*5.1              Opinion of Vinson & Elkins L.L.P.

*23.1             Consent of Ernst & Young L.L.P.

*23.2             Consent of Vinson & Elkins L.L.P. (included in the opinion filed as Exhibit 5.1 hereto)

*24.1             Powers of Attorney (included in the signature pages hereto)
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*Filed herewith