As filed with the Securities and Exchange Commission on August 26, 1998
                                                           REGISTRATION NO. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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


                               LANDCARE USA, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                          76-0562801
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                                 THREE RIVERWAY
                                    SUITE 630
                              HOUSTON, TEXAS 77056
                                 (713) 965-0336
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                               LANDCARE USA, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                                       AND
                               LANDCARE USA, INC.
                     1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                              (Full Title of Plans)

                                WILLIAM F. MURDY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               LANDCARE USA, INC.
                                 THREE RIVERWAY
                                    SUITE 630
                              HOUSTON, TEXAS 77056
                                 (713) 965-0336

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                  WITH COPY TO:

                              WILLIAM D. GUTERMUTH
                          BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER, PENNZOIL PLACE
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781
                                 (713) 223-2900



                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                  PROPOSED
                                                                   MAXIMUM             PROPOSED        AMOUNT OF
                TITLE OF                       AMOUNT TO           OFFERING        MAXIMUM AGGREGATE  REGISTRATION
      SECURITIES TO BE REGISTERED          BE REGISTERED(1)(2) (PRICE PER SHARE(3) OFFERING PRICE(3)      FEE
--------------------------------------     ------------------   -----------------  -----------------  -----------
<S>                                        <C>                  <C>                <C>                <C> 
Common Stock, par value $.01 per share     2,500,000            $7,125             $17,812,500        $5,255
======================================     ==================   =================  =================  ===========
</TABLE>

(1) Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
    to the maximum number of the registrant's securities issuable under the
    LandCARE USA, Inc. 1998 Long-Term Incentive Plan (the "Incentive Plan") and
    the LandCARE USA, Inc. 1998 Non-Employee Directors' Stock Plan (the
    "Director Plan") (the Incentive Plan and Director Plan are collectively
    referred to herein as the "Plans").

(2) The amount of securities registered hereby may exceed 2,500,000 shares of
    Common Stock. The total number of shares of the Company's common stock, par
    value $.01 per share (the "Common Stock"), subject to incentive awards under
    the Director Plan is 250,000, subject to adjustment from time to time as a
    result of certain anti-dilution provisions contained in such plan. The total
    number of shares of Common Stock subject to incentive awards under the
    Incentive Plan is the greater of (i) 2,000,000 and (ii) 15% of the total
    number of shares of Common Stock outstanding at the time an incentive award
    is granted. In addition, the number of shares issuable under the Incentive
    Plan is subject to adjustment from time to time as a result of certain
    anti-dilution provisions contained in such plan. Pursuant to Rule 416(a) of
    the Securities Act of 1933, as amended (the "Act"), this Registration
    Statement is deemed to cover these adjustments in the total number of shares
    available under the Plans, which adjustments are indeterminate at this time.

(3) Pursuant to Rule 457(c), the registration fee for these shares is calculated
    based on the average of the high and low sales price per share of the Common
    Stock, as reported by the New York Stock Exchange on August 25, 1998.
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

    LandCARE USA, Inc., a Delaware corporation ("the Company"), hereby
incorporates by reference into this registration statement (the "Registration
Statement"): (i) the Company's prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, dated June 4, 1998 as part of its
Registration Statement on Form S-1 (File No. 333- 48215); (ii) the description
of the Company's Common Stock contained in the Company's Registration Statement
on Form 8-A, filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on May 4, 1998; and (iii) all other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 1997.

    All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement 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 filing of such documents.

    The Company will provide, without charge, to each participant in the
Company's 1998 Long-Term Incentive Plan and 1998 Non-Employee Directors' Stock
Plan, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3. All such
requests should be directed to LandCARE USA, Inc., Three Riverway, Suite 630,
Houston, TX 77056, Attention: General Counsel, phone number (713) 965-0336.

ITEM 4.        DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

    In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

                                      II-1
<PAGE>
    The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.

    The Company's Restated Certificate of Incorporation, as amended, requires
the Company to indemnify its directors and officers to the fullest extent
permitted by Section 145 of the DGCL. In addition, the Company maintains
liability insurance for its directors and officers.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.        EXHIBITS.


   4.1         The LandCARE USA, Inc. 1998 Long-Term Incentive Plan 
               (incorporated by reference to the Company's Registration 
               Statement on Form S-1 (File No. 333-48215), originally filed 
               March 18, 1998)

   4.2         The LandCARE USA, Inc. 1998 Non-Employee Directors' Stock Plan 
               (incorporated by reference to the Company's Registration 
               Statement on Form S-1 (File No. 333-48215), filed March 18, 1998)

   5.1         Opinion of Bracewell & Patterson, L.L.P.

  23.1         Consent of Arthur Andersen LLP

  23.2         Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 
               5.1)

  24.1         Power of Attorney (included on the signature page hereto)

ITEM 9.        UNDERTAKINGS.

    A.         UNDERTAKING TO UPDATE

               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-2
<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 this Registration Statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high and of
                      the estimated maximum offering range may be reflected in
                      the form of a prospectus filed with the Commission
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than a 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective 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 this Registration Statement;

               PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of
               this section 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 registrant 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.         UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

               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 the registration statement
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

    C.         UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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


                                      II-3
<PAGE>
                                   SIGNATURES

    In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 26th
day of August, 1998.

                                        LANDCARE USA, INC.


                                        By: /s/ WILLIAM F. MURDY
                                                William F.  Murdy
                                                PRESIDENT AND CHIEF EXECUTIVE 
                                                 OFFICER

    We, the undersigned directors and officers of LandCARE USA, Inc., constitute
and appoint William F. Murdy or William L. Fiedler, or either of them, our true
and lawful attorneys and agents, to do any and all acts and things in our name
and on our behalf in our capacities as directors and officers, and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the filing of this Registration
Statement, including specifically without limitation, power and authority to
sign for any of us, in our names in the capacities indicated below, any and all
amendments hereto; and we do each hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated.


       SIGNATURE                        TITLE                        DATE
       ---------                        -----                        ----

/s/ WILLIAM F. MURDY          Chairman of the Board,             August 26, 1998
    William F. Murdy          President and Chief Executive
                              Officer (Principal Executive
                              Officer)
                              Senior Vice President, Chief       August 26, 1998

/s/ PETER C. FORBES           Financial Officer and Director
    Peter C. Forbes           (Principal Financial and
                              Accounting Officer)
                              Director                           August 26, 1998


/s/ HAROLD D. CRANSTON        Director                           August 26, 1998
    Harold D. Cranston      

/s/ LINDA T. BENGE            Director                           August 26, 1998
    Linda T. Benge

/s/ ROGER S. BRASWELL         Director                           August 26, 1998
    Roger S. Braswell

/s/ BRUCE A. CHURCH           Director                           August 26, 1998
    Bruce A. Church


                                  II-4

<PAGE>

/s/ DAVID K. LUSE                Director                    August 26, 1998
    David K. Luse

/s/ MARK S. YAHN                 Director                    August 26, 1998
    Mark S. Yahn

/s/ JEFF A. MEYER                Director                    August 26, 1998
    Jeff A. Meyer

/s/ RONALD L. STANFA             Director                    August 26, 1998
    Ronald L. Stanfa

/s/ FRED M. FEERIERA             Director                    August 26, 1998
    Fred M. Ferriera

/s/ CLARK A. JOHNSON             Director                    August 26, 1998
    Clark A. Johnson

/s/ PATRICK J. NORTON            Director                    August 26, 1998
    Patrick J. Norton             



                                      II-5
<PAGE>
                                  EXHIBIT INDEX


                                                                    SEQUENTIALLY
    EXHIBIT                                                            NUMBERED
    NUMBER                       DESCRIPTION                            PAGE
    ------                       -----------                            ----

      4.1   The LandCARE USA, Inc. 1998 Long-Term Incentive Plan (incorporated
            by reference to the Company's Registration Statement on Form S-1
            (File No. 333- 48215), originally filed March 18, 1998).............

      4.2   The LandCARE USA, Inc. 1998 Non-Employee Directors' Stock Plan
            (incorporated by reference to the Company's Registration Statement
            on Form S-1 (File No. 333- 48215), originally filed March 18,
            1998)...............................................................

      5.1   Opinion of Bracewell & Patterson,
            L.L.P...............................................................

      23.1  Consent of Arthur Andersen
            LLP.................................................................

      23.2  Consent of Bracewell & Patterson, L.L.P. (included in Exhibit
            5.1)................................................................

      24.1  Power of Attorney (included on the signature page
            hereto).............................................................


                                      II-6
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21860}]
{"company-data": {"conformed-name": "LANDCARE USA INC", "cik": "0001057949", "assigned-sic": "0700", "irs-number": "760562801", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62313", "film-number": "98698592"}, "business-address": {"street1": "THREE RIVERWAY", "street2": "SUITE 630", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "1800492118"}, "mail-address": {"street1": "THREE RIVERWAY", "street2": "SUITE 630", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
As filed with the Securities and Exchange Commission on August 26, 1998
                                                           REGISTRATION NO. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               LANDCARE USA, INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                          76-0562801
  (State or other jurisdiction                             (I.R.S. Employer
of incorporation or organization)                       Identification Number)

                                 THREE RIVERWAY
                                    SUITE 630
                              HOUSTON, TEXAS 77056
                                 (713) 965-0336
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                               LANDCARE USA, INC.
                          1998 LONG-TERM INCENTIVE PLAN
                                       AND
                               LANDCARE USA, INC.
                     1998 NON-EMPLOYEE DIRECTORS' STOCK PLAN
                              (Full Title of Plans)

                                WILLIAM F. MURDY
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               LANDCARE USA, INC.
                                 THREE RIVERWAY
                                    SUITE 630
                              HOUSTON, TEXAS 77056
                                 (713) 965-0336

(Name, address, including zip code, and telephone number, including area code,
of agent for service)

                                  WITH COPY TO:

                              WILLIAM D. GUTERMUTH
                          BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER, PENNZOIL PLACE
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781
                                 (713) 223-2900

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                   MAXIMUM             PROPOSED        AMOUNT OF
                TITLE OF                       AMOUNT TO           OFFERING        MAXIMUM AGGREGATE  REGISTRATION
      SECURITIES TO BE REGISTERED          BE REGISTERED(1)(2) (PRICE PER SHARE(3) OFFERING PRICE(3)      FEE
--------------------------------------     ------------------   -----------------  -----------------  -----------
Common Stock, par value $.01 per share     2,500,000            $7,125             $17,812,500        $5,255
======================================     ==================   =================  =================  ===========
(1) Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
    to the maximum number of the registrant's securities issuable under the
    LandCARE USA, Inc. 1998 Long-Term Incentive Plan (the "Incentive Plan") and
    the LandCARE USA, Inc. 1998 Non-Employee Directors' Stock Plan (the
    "Director Plan") (the Incentive Plan and Director Plan are collectively
    referred to herein as the "Plans").

(2) The amount of securities registered hereby may exceed 2,500,000 shares of
    Common Stock. The total number of shares of the Company's common stock, par
    value $.01 per share (the "Common Stock"), subject to incentive awards under
    the Director Plan is 250,000, subject to adjustment from time to time as a
    result of certain anti-dilution provisions contained in such plan. The total
    number of shares of Common Stock subject to incentive awards under the
    Incentive Plan is the greater of (i) 2,000,000 and (ii) 15% of the total
    number of shares of Common Stock outstanding at the time an incentive award
    is granted. In addition, the number of shares issuable under the Incentive
    Plan is subject to adjustment from time to time as a result of certain
    anti-dilution provisions contained in such plan. Pursuant to Rule 416(a) of
    the Securities Act of 1933, as amended (the "Act"), this Registration
    Statement is deemed to cover these adjustments in the total number of shares
    available under the Plans, which adjustments are indeterminate at this time.

(3) Pursuant to Rule 457(c), the registration fee for these shares is calculated
    based on the average of the high and low sales price per share of the Common
    Stock, as reported by the New York Stock Exchange on August 25, 1998.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.         INCORPORATION OF DOCUMENTS BY REFERENCE.

    LandCARE USA, Inc., a Delaware corporation ("the Company"), hereby
incorporates by reference into this registration statement (the "Registration
Statement"): (i) the Company's prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, dated June 4, 1998 as part of its
Registration Statement on Form S-1 (File No. 333- 48215); (ii) the description
of the Company's Common Stock contained in the Company's Registration Statement
on Form 8-A, filed under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on May 4, 1998; and (iii) all other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 1997.

    All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing date of
this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement 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 filing of such documents.

    The Company will provide, without charge, to each participant in the
Company's 1998 Long-Term Incentive Plan and 1998 Non-Employee Directors' Stock
Plan, on written or oral request of such person, a copy (without exhibits,
unless such exhibits are specifically incorporated by reference) of any or all
of the documents incorporated by reference pursuant to this Item 3. All such
requests should be directed to LandCARE USA, Inc., Three Riverway, Suite 630,
Houston, TX 77056, Attention: General Counsel, phone number (713) 965-0336.

ITEM 4.        DESCRIPTION OF SECURITIES.

    Not applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

    Not applicable.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.

    In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no
indemnification may be paid in respect of any claim, issue or matter as to which
such person shall have been adjudged liable to the corporation except as
otherwise approved by the Delaware Court of Chancery or the court in which the
claim was brought. In any other type of proceeding, the indemnification may
extend to judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with such other proceeding, as well as to
expenses.

                                      II-1
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.

    The Company's Restated Certificate of Incorporation, as amended, requires
the Company to indemnify its directors and officers to the fullest extent
permitted by Section 145 of the DGCL. In addition, the Company maintains
liability insurance for its directors and officers.

ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

    Not applicable.

ITEM 8.        EXHIBITS.

   4.1         The LandCARE USA, Inc. 1998 Long-Term Incentive Plan 
               (incorporated by reference to the Company's Registration 
               Statement on Form S-1 (File No. 333-48215), originally filed 
               March 18, 1998)

   4.2         The LandCARE USA, Inc. 1998 Non-Employee Directors' Stock Plan 
               (incorporated by reference to the Company's Registration 
               Statement on Form S-1 (File No. 333-48215), filed March 18, 1998)

   5.1         Opinion of Bracewell & Patterson, L.L.P.

  23.1         Consent of Arthur Andersen LLP

  23.2         Consent of Bracewell & Patterson, L.L.P. (included in Exhibit 
               5.1)

  24.1         Power of Attorney (included on the signature page hereto)

ITEM 9.        UNDERTAKINGS.

    A.         UNDERTAKING TO UPDATE

               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-2
(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 this Registration Statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high and of
                      the estimated maximum offering range may be reflected in
                      the form of a prospectus filed with the Commission
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than a 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective 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 this Registration Statement;

               PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) of
               this section 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 registrant 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.         UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

               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 the registration statement
               shall be deemed to be a new registration statement relating to
               the securities offered therein, and the offering of such
               securities at that time shall be deemed to be the initial bona
               fide offering thereof.

    C.         UNDERTAKING WITH RESPECT TO INDEMNIFICATION

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

                                      II-3
SIGNATURES

    In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 26th
day of August, 1998.

                                        LANDCARE USA, INC.

                                        By: /s/ WILLIAM F. MURDY
                                                William F.  Murdy
                                                PRESIDENT AND CHIEF EXECUTIVE 
                                                 OFFICER

    We, the undersigned directors and officers of LandCARE USA, Inc., constitute
and appoint William F. Murdy or William L. Fiedler, or either of them, our true
and lawful attorneys and agents, to do any and all acts and things in our name
and on our behalf in our capacities as directors and officers, and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorneys and agents, or either of them, may deem necessary or
advisable to enable said corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with the filing of this Registration
Statement, including specifically without limitation, power and authority to
sign for any of us, in our names in the capacities indicated below, any and all
amendments hereto; and we do each hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall do or cause to be done by virtue
hereof.

    Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated.

       SIGNATURE                        TITLE                        DATE
       ---------                        -----                        ----

/s/ WILLIAM F. MURDY          Chairman of the Board,             August 26, 1998
    William F. Murdy          President and Chief Executive
                              Officer (Principal Executive
                              Officer)
                              Senior Vice President, Chief       August 26, 1998

/s/ PETER C. FORBES           Financial Officer and Director
    Peter C. Forbes           (Principal Financial and
                              Accounting Officer)
                              Director                           August 26, 1998

/s/ HAROLD D. CRANSTON        Director                           August 26, 1998
    Harold D. Cranston      

/s/ LINDA T. BENGE            Director                           August 26, 1998
    Linda T. Benge

/s/ ROGER S. BRASWELL         Director                           August 26, 1998
    Roger S. Braswell

/s/ BRUCE A. CHURCH           Director                           August 26, 1998
    Bruce A. Church

                                  II-4
/s/ DAVID K. LUSE                Director                    August 26, 1998
    David K. Luse

/s/ MARK S. YAHN                 Director                    August 26, 1998
    Mark S. Yahn

/s/ JEFF A. MEYER                Director                    August 26, 1998
    Jeff A. Meyer

/s/ RONALD L. STANFA             Director                    August 26, 1998
    Ronald L. Stanfa

/s/ FRED M. FEERIERA             Director                    August 26, 1998
    Fred M. Ferriera

/s/ CLARK A. JOHNSON             Director                    August 26, 1998
    Clark A. Johnson

/s/ PATRICK J. NORTON            Director                    August 26, 1998
    Patrick J. Norton             

                                      II-5
EXHIBIT INDEX

                                                                    SEQUENTIALLY
    EXHIBIT                                                            NUMBERED
    NUMBER                       DESCRIPTION                            PAGE
    ------                       -----------                            ----

      4.1   The LandCARE USA, Inc. 1998 Long-Term Incentive Plan (incorporated
            by reference to the Company's Registration Statement on Form S-1
            (File No. 333- 48215), originally filed March 18, 1998).............

      4.2   The LandCARE USA, Inc. 1998 Non-Employee Directors' Stock Plan
            (incorporated by reference to the Company's Registration Statement
            on Form S-1 (File No. 333- 48215), originally filed March 18,
            1998)...............................................................

      5.1   Opinion of Bracewell & Patterson,
            L.L.P...............................................................

      23.1  Consent of Arthur Andersen
            LLP.................................................................

      23.2  Consent of Bracewell & Patterson, L.L.P. (included in Exhibit
            5.1)................................................................

      24.1  Power of Attorney (included on the signature page
            hereto).............................................................

                                      II-6