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.
                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION 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(1)     SHARE         PRICE           FEE
Common Stock, par   100,000 shares     $5.75 (2)    $575,000 (2)    $174.24
value $.001 per
share
================================================================================

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     1997 Non-Employee Director Stock Option 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 December
     17, 1997.




<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-K for the fiscal year
ended May 31, 1997;

            (b)   The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
quarter ended August 31, 1997; 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  corporation,  or served another
entity in any capacity at the request of the corporation, against any



                                      II-1

<PAGE>



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


                                      II-2

<PAGE>



            (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.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.



                                      II-3

<PAGE>



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        1997  Non-Employee  Director Stock Option Plan effective as of March
            26, 1997.*

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)  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;


                                      II-4

<PAGE>



                  (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  Hicksville,  State of New York,  on the 18th day of
December, 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     December 18, 1997
------------------------     Executive Officer                            
Stephen Sternbach


/s/ William Fellerman        Director, Secretary,              December 18, 1997
------------------------     Treasurer, and Chief                         
William Fellerman            Financial Officer


/s/ John P. Innes II         Director                          December 18, 1997
------------------------
John P. Innes II

/s/ Matthew Solof            Director                          December 18, 1997
------------------------
Matthew Solof




                                      II-6

<PAGE>




/s/ Charles Berdan           Director                          December 18, 1997
------------------------
Charles Berdan


/S/ Melvin L. Katten         Director                          December 18, 1997
------------------------
Melvin L. Katten


/s/ Gary L. Weinberger       Director                          December 18, 1997
------------------------
Gary L. Weinberger


/s/ Ivan Kaufman             Director                          December 18, 1997
------------------------
Ivan Kaufman





                                      II-7
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{"company-data": {"conformed-name": "STAR MULTI CARE SERVICES INC", "cik": "0000874038", "assigned-sic": "8082", "irs-number": "111975534", "state-of-incorporation": "NY", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43027", "film-number": "97743034"}, "business-address": {"street1": "99 RAILROAD STATION PLAZA", "street2": "SUITE 208", "city": "HICKSVILLE", "state": "NY", "zip": "11801", "phone": "5169382016"}, "mail-address": {"street1": "99 RAILROAD STATION PLAZA", "city": "HICKSVILLE", "state": "NY", "zip": "11801"}}
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.
                  1997 NON-EMPLOYEE DIRECTOR STOCK OPTION 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(1)     SHARE         PRICE           FEE
Common Stock, par   100,000 shares     $5.75 (2)    $575,000 (2)    $174.24
value $.001 per
share
================================================================================

(1)  Pursuant  to Rule  416(b),  there shall also be deemed  covered  hereby all
     additional  securities  resulting from anti-dilution  adjustments under the
     1997 Non-Employee Director Stock Option 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 December
     17, 1997.
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-K for the fiscal year
ended May 31, 1997;

            (b)   The  Company's  Quarterly  Report on Form 10-Q for the  fiscal
quarter ended August 31, 1997; 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  corporation,  or served another
entity in any capacity at the request of the corporation, against any

                                      II-1
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) he or she personally  gained in fact a financial profit or
other advantage to which he or she was not legally entitled.

                                      II-2
(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.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not Applicable.

                                      II-3
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        1997  Non-Employee  Director Stock Option Plan effective as of March
            26, 1997.*

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)  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;

                                      II-4
(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  Hicksville,  State of New York,  on the 18th day of
December, 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     December 18, 1997
------------------------     Executive Officer                            
Stephen Sternbach

/s/ William Fellerman        Director, Secretary,              December 18, 1997
------------------------     Treasurer, and Chief                         
William Fellerman            Financial Officer

/s/ John P. Innes II         Director                          December 18, 1997
------------------------
John P. Innes II

/s/ Matthew Solof            Director                          December 18, 1997
------------------------
Matthew Solof

                                      II-6
/s/ Charles Berdan           Director                          December 18, 1997
------------------------
Charles Berdan

/S/ Melvin L. Katten         Director                          December 18, 1997
------------------------
Melvin L. Katten

/s/ Gary L. Weinberger       Director                          December 18, 1997
------------------------
Gary L. Weinberger

/s/ Ivan Kaufman             Director                          December 18, 1997
------------------------
Ivan Kaufman

                                      II-7