As filed with the Securities and Exchange Commission on November 27, 1996
                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             Karrington Health, Inc.
                             -----------------------
             (Exact name of registrant as specified in its charter)


           Ohio                                           31-1461482
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

  919 Old Henderson Road, Columbus, OH                       43220
----------------------------------------                   ----------
(Address of Principal Executive Offices)                   (Zip Code)


                             Karrington Health, Inc.
                            1996 Incentive Stock Plan
                            -------------------------
                            (Full title of the plan)

                                                 Copy to:
Alan B. Satterwhite                              Susan E. Brown, Esq.
Karrington Health, Inc.                          Vorys, Sater, Seymour and Pease
919 Old Henderson Road                           52 East Gay Street
Columbus, Ohio  43220                            Columbus, Ohio 43216-1008
---------------------------------------          -------------------------------
(Name and address of agent for service)

                                  (614)451-5151
                                  -------------
          (Telephone number, including area code, of agent for service)

                        ---------------------------------
<TABLE>
                         Calculation of Registration Fee

----------------------------------------------------------------------------------------
                                                            Proposed
   Title of                        Proposed maximum          maximum       Amount of
 securities to  Amount to be        offering price          aggregate     registration
 be registered   registered          per unit (1)        offering price       fee
                                                               (1)
----------------------------------------------------------------------------------------
<S>                <C>        <C>                          <C>               <C>
Common Shares,     550,000    $13.00 for 169,000 Common    $6,959,500        $2109
Without Par                   Shares; $12.50 for
Value                         381,000 Common Shares

----------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated  solely for the purpose of  calculating  the  aggregate  offering
     price  and the  registration  fee  pursuant  to  Rules  457(c)  and  457(h)
     promulgated  under the Securities Act of 1933, as amended,  and computed on
     the basis of: (a) $13.00 per share for 169,000 of the Common Shares,  which
     is the  price at which  options  to  purchase  such  Common  Shares  may be
     exercised,  and (b) $12.50 per share for 381,000 of the Common Shares to be
     registered,  which is the  average of the high and low sales  prices of the
     Common Shares as reported on The Nasdaq Stock Market on November 25, 1996.

                               Page 1 of 33 Pages.
       Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).


<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

            The Prospectus filed by Karrington  Health,  Inc. (the "Registrant")
on July 22, 1996, with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b)  under the  Securities  Act of 1933,  as amended,  which
contains audited  financial  statements for the  Registrant's  fiscal year ended
December 31, 1995, is hereby incorporated by reference.

            The description of the  Registrant's  Common Shares contained in the
Registrant's  Registration  Statement on Form 8-A (File No.  0-28656) filed with
the Commission on June 5, 1996, which  incorporates by reference the description
of the Registrant's  Common Shares  contained in the  Registrant's  Registration
Statement on Form S-1  (Registration  No. 333-3491) filed with the Commission on
May 10, 1996, or contained in any  subsequent  amendment or report filed for the
purpose of updating such description, is hereby incorporated by reference.

            Any  definitive  Proxy  Statement  or  Information  Statement  filed
pursuant to Section 14 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  and all  documents  which  may be filed  with the  Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act  subsequent to the date
hereof and prior to the completion of the offering  contemplated  hereby,  shall
also be deemed to be  incorporated  herein  by  reference  and to be made a part
hereof from the date of filing of such  documents;  provided,  however,  that no
report of the Compensation Committee of the Board of Directors of the Registrant
on  executive  compensation  and no  performance  graph  included  in any  Proxy
Statement or Information  Statement filed pursuant to Section 14 of the Exchange
Act shall be deemed to be incorporated herein by reference.

Item 4.  Description of Securities.

            Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

            The validity of the issuance of the Common Shares of the  Registrant
being registered on this Registration  Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater,  Seymour and Pease, 52 East Gay Street, P.O.
Box 1008, Columbus, Ohio 43216-1008.  Members of Vorys, Sater, Seymour and Pease
and  attorneys  employed  thereby,  together  with  members  of their  immediate
families, beneficially own less than $50,000 of Common Shares of the Registrant.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.

            Division  (E) of Section  1701.13 of the Ohio  Revised  Code governs
indemnification by an Ohio corporation and provides as follows:

            (E)(1) A corporation  may indemnify or agree 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, other than an action by
      or in the  right of the  corporation,  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,  trustee,
      officer,  employee,  member,  manager,  or agent of  another  corporation,
      domestic or foreign, nonprofit or for profit, a limited liability company,
      or a  partnership,  joint venture,  trust,  or other  enterprise,  against
      expenses, including attorney's fees, judgments, fines, and amounts paid in
      settlement actually and reasonably incurred by him in connection with such
      action,  suit,  or proceeding if he acted in good faith and in a manner he
      reasonably  believed to be in or not opposed to the best  interests of the
      corporation, and, with respect to any criminal action or proceeding, if he
      had  no  reasonable  cause  to  believe  his  conduct  was  unlawful.  The
      termination  of any  action,  suit,  or  proceeding  by  judgment,  order,
      settlement,  or  conviction,  or  upon a plea of  nolo  contendere  or its
      equivalent, shall not, of itself, create a presumption that the person did
      not act in good faith and in a manner he  reasonably  believed to be in or
      not opposed to the best interests of the corporation, and, with respect to
      any criminal action or proceeding, he had reasonable cause to believe that
      his conduct was unlawful.

            (2) A corporation may indemnify or agree 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 or suit by or in the right of the corporation
      to  procure a judgment  in its favor,  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,  trustee,
      officer,  employee,  member,  manager,  or agent of  another  corporation,

                                      II-2
<PAGE>


      domestic or foreign, nonprofit or for profit, a limited liability company,
      or a  partnership,  joint venture,  trust,  or other  enterprise,  against
      expenses,  including  attorney's fees, actually and reasonably incurred by
      him in  connection  with the defense or settlement of such action or suit,
      if he acted in good faith and in a manner he reasonably  believed to be in
      or not opposed to the best  interests of the  corporation,  except that no
      indemnification shall be made in respect of any of the following:

                  (a) Any claim,  issue,  or matter as to which  such  person is
            adjudged  to  be  liable  for   negligence   or  misconduct  in  the
            performance of his duty to the corporation  unless,  and only to the
            extent  that the  court of common  pleas or the court in which  such
            action  or suit was  brought  determines,  upon  application,  that,
            despite  the  adjudication  of  liability,  but in  view  of all the
            circumstances  of the case,  such  person is fairly  and  reasonably
            entitled to indemnity for such expenses as the court of common pleas
            or such other court shall deem proper;

                  (b) Any  action or suit in which the only  liability  asserted
            against a director  is  pursuant  to section  1701.95 of the Revised
            Code.

            (3) To the  extent  that a  director,  trustee,  officer,  employee,
      member,  manager,  or agent has been successful on the merits or otherwise
      in defense of any  action,  suit,  or  proceeding  referred to in division
      (E)(1) or (2) of this  section,  or in  defense of any  claim,  issue,  or
      matter  therein,  he  shall be  indemnified  against  expenses,  including
      attorney's  fees,  actually and  reasonably  incurred by him in connection
      with the action, suit, or proceeding.

            (4)  Any  indemnification  under  division  (E)(1)  or (2)  of  this
      section,  unless ordered by a court, shall be made by the corporation only
      as  authorized  in  the  specific   case,   upon  a   determination   that
      indemnification  of the  director,  trustee,  officer,  employee,  member,
      manager,  or agent is proper in the  circumstances  because he has met the
      applicable standard of conduct set forth in division (E)(1) or (2) of this
      section. Such determination shall be made as follows:


                                      II-3
<PAGE>

                  (a) By a majority vote of a quorum  consisting of directors of
            the indemnifying  corporation who were not and are not parties to or
            threatened  with the  action,  suit,  or  proceeding  referred to in
            division (E)(1) or (2) of this section;

                  (b) If the quorum  described  in  division  (E)(4)(a)  of this
            section  is not  obtainable  or if a  majority  vote of a quorum  of
            disinterested   directors  so  directs,  in  a  written  opinion  by
            independent  legal counsel other than an attorney,  or a firm having
            associated with it an attorney,  who has been retained by or who has
            performed   services  for  the  corporation  or  any  person  to  be
            indemnified within the past five years;

                  (c)   By the shareholders;

                  (d) By the  court of  common  pleas or the  court in which the
            action, suit, or proceeding referred to in division (E)(1) or (2) of
            this section was brought.

            Any determination made by the disinterested directors under division
      (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
      section  shall be promptly  communicated  to the person who  threatened or
      brought  the  action or suit by or in the right of the  corporation  under
      division (E)(2) of this section, and within ten days after receipt of such
      notification,  such person  shall have the right to petition  the court of
      common  pleas or the court in which  such  action or suit was  brought  to
      review the reasonableness of such determination.

            (5)(a)  Unless at the time of a director's  act or omission  that is
      the  subject of an action,  suit,  or  proceeding  referred to in division
      (E)(1)  or (2) of this  section,  the  articles  or the  regulations  of a
      corporation  state,  by  specific  reference  to this  division,  that the
      provisions of this division do not apply to the corporation and unless the
      only  liability  asserted  against  a  director  in an  action,  suit,  or
      proceeding  referred  to in  division  (E)(1)  or (2) of this  section  is
      pursuant  to section  1701.95 of the  Revised  Code,  expenses,  including
      attorney's fees,  incurred by a director in defending the action,  suit or
      proceeding  shall  be paid by the  corporation  as they are  incurred,  in
      advance of the final  disposition of the action,  suit, or proceeding upon
      receipt  of an  undertaking  by or on behalf of the  director  in which he
      agrees to do both of the following:

                                      II-4
<PAGE>


                  (i) Repay such amount if it is proved by clear and  convincing
            evidence  in a court of  competent  jurisdiction  that his action or
            failure  to  act  involved  an  act  or  omission   undertaken  with
            deliberate  intent to cause injury to the  corporation or undertaken
            with reckless disregard for the best interests of the corporation;

                  (ii)  Reasonably  cooperate with the corporation
            concerning the action, suit, or proceeding.

            (b) Expenses,  including  attorney's  fees,  incurred by a director,
      trustee,  officer,  employee,  member,  manager, or agent in defending any
      action,  suit, or proceeding referred to in division (E)(1) or (2) of this
      section,  may be paid by the corporation as they are incurred,  in advance
      of the final disposition of the action, suit, or proceeding, as authorized
      by the directors in the specific  case,  upon receipt of an undertaking by
      or on behalf of the director, trustee, officer, employee, member, manager,
      or agent to repay such amount,  if it ultimately is determined  that he is
      not entitled to be indemnified by the corporation.

            (6) The  indemnification  authorized  by this  section  shall not be
      exclusive  of, and shall be in addition  to, any other  rights  granted to
      those seeking  indemnification  under the articles,  the regulations,  any
      agreement,  a  vote  of  shareholders  or  disinterested   directors,   or
      otherwise, both as to action in their official capacities and as to action
      in another  capacity  while holding their offices or positions,  and shall
      continue as to a person who has ceased to be a director, trustee, officer,
      employee,  member, manager, or agent and shall inure to the benefit of the
      heirs, executors, and administrators of such a person.

            (7) A  corporation  may purchase  and maintain  insurance or furnish
      similar protection, including, but not limited to, trust funds, letters of
      credit, or self-insurance,  on behalf of or for any person who 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, trustee, officer,
      employee,  member,  manager, or agent of another corporation,  domestic or
      foreign,  nonprofit  or for  profit,  a limited  liability  company,  or a

                                      II-5
<PAGE>


      partnership,  joint  venture,  trust,  or other  enterprise,  against  any
      liability  asserted  against him and incurred by him in any such capacity,
      or arising out of his status as such, whether or not the corporation would
      have the power to indemnify him against such liability under this section.
      Insurance may be purchased  from or maintained  with a person in which the
      corporation has a financial interest.

            (8) The authority of a corporation to indemnify  persons pursuant to
      division  (E)(1) or (2) of this  section  does not limit  the  payment  of
      expenses  as they  are  incurred,  indemnification,  insurance,  or  other
      protection that may be provided pursuant to divisions (E)(5),(6),  and (7)
      of this  section.  Divisions  (E)(1) and (2) of this section do not create
      any  obligation  to  repay  or  return  payments  made by the  corporation
      pursuant to division (E)(5),(6) or (7).

            (9) As used in division (E) of this section,  "corporation" includes
      all  constituent  entities  in a  consolidation  or merger  and the new or
      surviving  corporation,  so  that  any  person  who is or was a  director,
      officer,   employee,   trustee,  member,  manager,  or  agent  of  such  a
      constituent  entity,  or  is  or  was  serving  at  the  request  of  such
      constituent  entity as a director,  trustee,  officer,  employee,  member,
      manager, or agent of another corporation,  domestic or foreign,  nonprofit
      or for profit, a limited liability company, a partnership,  joint venture,
      trust,  or other  enterprise,  shall stand in the same position under this
      section with respect to the new or surviving corporation as he would if he
      had served the new or surviving corporation in the same capacity.

            Article FIVE of the Code of Regulations  of the  Registrant  governs
indemnification by the Registrant and provides as follows:

            Section  5.01.  Mandatory  Indemnification.  The  corporation  shall
      indemnify any officer or director of the corporation 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 (including, without limitation, any action
      threatened or instituted by or in the right of the corporation), by reason

                                      II-6
<PAGE>


      of the fact that he is or was a director, officer, manager or agent of the
      corporation,  or is or was serving at the request of the  corporation as a
      director,  trustee, officer, employee, member, manager or agent of another
      corporation  (domestic  or  foreign,  nonprofit  or for  profit),  limited
      liability company, partnership,  joint venture, trust or other enterprise,
      against expenses (including,  without limitation,  attorneys' fees, filing
      fees, court reporters' fees and transcript  costs),  judgments,  fines and
      amounts  paid in  settlement  actually and  reasonably  incurred by him in
      connection with such action,  suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the best
      interests of the  corporation,  and with respect to any criminal action or
      proceeding,  he had  no  reasonable  cause  to  believe  his  conduct  was
      unlawful. A person claiming  indemnification under this Section 5.01 shall
      be presumed,  in respect of any act or omission  giving rise to such claim
      for  indemnification,  to have  acted in good  faith  and in a  manner  he
      reasonably  believed to be in or not opposed to the best  interests of the
      corporation,  and with  respect  to any  criminal  matter,  to have had no
      reasonable cause to believe his conduct was unlawful,  and the termination
      of any action,  suit or  proceeding  by  judgment,  order,  settlement  or
      conviction,  or upon a plea of nolo  contendere or its  equivalent,  shall
      not, of itself, rebut such presumption.

            Section  5.02.  Court-Approved   Indemnification.   Anything
      contained  in  the   Regulations  or  elsewhere  to  the  contrary
      notwithstanding:

                  (A)  the  corporation  shall  not  indemnify  any  officer  or
            director of the corporation who was a party to any completed  action
            or suit  instituted by or in the right of the corporation to procure
            a  judgment  in its  favor 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,
            trustee,  officer,  employee,  member,  manager  or agent of another
            corporation (domestic or foreign,  nonprofit or for profit), limited
            liability  company,  partnership,  joint  venture,  trust  or  other
            enterprise,  in respect of any claim,  issue or matter  asserted  in

                                      II-7
<PAGE>


            such  action or suit as to which he shall have been  adjudged  to be
            liable for acting with reckless  disregard for the best interests of
            the  corporation  or  misconduct  (other  than  negligence)  in  the
            performance  of his duty to the  corporation  unless and only to the
            extent that the Court of Common  Pleas of Franklin  County,  Ohio or
            the court in which such action or suit was brought  shall  determine
            upon application that,  despite such adjudication of liability,  and
            in view of all the  circumstances  of the  case,  he is  fairly  and
            reasonably  entitled to such indemnity as such Court of Common Pleas
            or such other court shall deem proper; and

                  (B) the  corporation  shall  promptly  make  any  such  unpaid
            indemnification  as  is  determined  by a  court  to  be  proper  as
            contemplated by this Section 5.02.

            Section 5.03.  Indemnification  for Expenses.  Anything contained in
      the  Regulations  or  elsewhere to the  contrary  notwithstanding,  to the
      extent that an officer or director of the  corporation has been successful
      on the merits or  otherwise in defense of any action,  suit or  proceeding
      referred to in Section 5.01,  or in defense of any claim,  issue or matter
      therein,  he shall be  promptly  indemnified  by the  corporation  against
      expenses  (including,  without  limitation,  attorneys' fees, filing fees,
      court  reporters'  fees and  transcript  costs)  actually  and  reasonably
      incurred by him in connection therewith.

            Section 5.04.  Determination Required. Any indemnification  required
      under Section 5.01 and not  precluded  under Section 5.02 shall be made by
      the corporation only upon a determination that such indemnification of the
      officer or director is proper in the circumstances  because he has met the
      applicable   standard  of  conduct  set  forth  in  Section   5.01.   Such
      determination  may  be  made  only  (A) by a  majority  vote  of a  quorum
      consisting  of  directors  of the  corporation  who  were  not and are not
      parties to, or threatened  with, any such action,  suit or proceeding,  or
      (B) if such a quorum is not  obtainable  or if a  majority  of a quorum of
      disinterested  directors so directs,  in a written  opinion by independent
      legal counsel other than an attorney,  or a firm having associated with it
      an attorney,  who has been retained by or who has  performed  services for

                                      II-8
<PAGE>

      the  corporation,  or any person to be  indemnified,  within the past five
      years, or (C) by the shareholders,  or (D) by the Court of Common Pleas of
      Franklin County, Ohio or (if the corporation is a party thereto) the court
      in which such action,  suit or  proceeding  was brought,  if any; any such
      determination  may be made by a court under  division  (D) of this Section
      5.04 at any time [including,  without limitation,  any time before, during
      or after  the time when any such  determination  may be  requested  of, be
      under  consideration  by  or  have  been  denied  or  disregarded  by  the
      disinterested directors under division (A) or by independent legal counsel
      under  division  (B) or by the  shareholders  under  division  (C) of this
      Section   5.04];   and  no  failure  for  any  reason  to  make  any  such
      determination,   and  no  decision   for  any  reason  to  deny  any  such
      determination,  by the  disinterested  directors  under division (A) or by
      independent  legal counsel  under  division (B) or by  shareholders  under
      division  (C) of this  Section  5.04 shall be  evidence in rebuttal of the
      presumption  recited  in  Section  5.01.  Any  determination  made  by the
      disinterested directors under division (A) or by independent legal counsel
      under division (B) of this Section 5.04 to make indemnification in respect
      of any claim,  issue or matter asserted in an action or suit threatened or
      brought  by  or  in  the  right  of  the  corporation  shall  be  promptly
      communicated  to the person who threatened or brought such action or suit,
      and within ten (10) days after  receipt of such  notification  such person
      shall have the right to  petition  the Court of Common  Pleas of  Franklin
      County,  Ohio or the court in which such  action or suit was  brought,  if
      any, to review the reasonableness of such determination.

            Section 5.05. Advances for Expenses.  Expenses  (including,  without
      limitation,  attorneys'  fees,  filing  fees,  court  reporters'  fees and
      transcript  costs)  incurred in defending  any action,  suit or proceeding
      referred to in Section 5.01 shall be paid by the corporation in advance of
      the final  disposition of such action,  suit or proceeding to or on behalf
      of the officer or director  promptly as such expenses are incurred by him,
      but only if such  officer or director  shall first agree,  in writing,  to
      repay all amounts so paid in respect of any claim,  issue or other  matter
      asserted in such action,  suit or  proceeding in defense of which he shall
      not have been successful on the merits or otherwise:

                                      II-9
<PAGE>



                  (A) if it  shall  ultimately  be  determined  as  provided  in
            Section  5.04  that  he is not  entitled  to be  indemnified  by the
            corporation as provided under Section 5.01; or
                  (B) if,  in  respect  of any  claim,  issue  or  other  matter
            asserted  by or in the right of the  corporation  in such  action or
            suit,  he shall have been  adjudged  to be liable  for  acting  with
            reckless  disregard  for the best  interests of the  corporation  or
            misconduct (other than negligence) in the performance of his duty to
            the  corporation,  unless and only to the  extent  that the Court of
            Common  Pleas of  Franklin  County,  Ohio or the court in which such
            action or suit was brought shall  determine upon  application  that,
            despite  such  adjudication  of  liability,  and in  view of all the
            circumstances,  he is fairly and reasonably  entitled to all or part
            of such indemnification.

            Section  5.06.  Article  FIVE  Not  Exclusive.  The  indemnification
      provided by this Article  FIVE shall not be exclusive  of, and shall be in
      addition to, any other rights to which any person seeking  indemnification
      may be entitled under the Articles, the Regulations, any agreement, a vote
      of  shareholders  or  disinterested  directors,  or otherwise,  both as to
      action in his official capacity and as to action in another capacity while
      holding such office,  and shall  continue as to a person who has ceased to
      be an  officer  or  director  of the  corporation  and shall  inure to the
      benefit of the heirs, executors, and administrators of such a person.

            Section 5.07.  Insurance.  The corporation may purchase and maintain
      insurance  or furnish  similar  protection,  including  but not limited to
      trust funds, letters of credit, or self-insurance, on behalf of any person
      who 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,
      trustee,  officer,  employee, or agent of another corporation (domestic or
      foreign,  nonprofit or for profit),  partnership,  joint venture, trust or
      other enterprise,  against any liability asserted against him and incurred
      by him in any such capacity, or arising out of his status as such, whether
      or not the corporation would have the obligation or the power to indemnify
      him against such  liability  under the  provisions  of this Article  FIVE.
      Insurance may be purchased  from or maintained  with a person in which the
      corporation has a financial interest.


                                     II-10
<PAGE>


            Section  5.08.  Certain  Definitions.  For  purposes of this
      Article FIVE, and as examples and not by way of limitation:

                  (A) A person claiming  indemnification under this Article FIVE
            shall be deemed to have been  successful  on the merits or otherwise
            in defense of any action,  suit or proceeding referred to in Section
            5.01, or in defense of any claim, issue or other matter therein,  if
            such  action,  suit or  proceeding  shall be  terminated  as to such
            person,  with or without prejudice,  without the entry of a judgment
            or order  against  him,  without a  conviction  of him,  without the
            imposition  of a fine upon him and without his payment or  agreement
            to pay any amount in  settlement  thereof  (whether  or not any such
            termination is based upon a judicial or other  determination  of the
            lack of merit of the claims made against him or otherwise results in
            a vindication of him); and

                  (B) References to an "other enterprise" shall include employee
            benefit plans; references to a "fine" shall include any excise taxes
            assessed on a person with respect to an employee  benefit plan;  and
            references  to  "serving at the  request of the  corporation"  shall
            include any service as a director, officer, employee or agent of the
            corporation  which imposes duties on, or involves  services by, such
            director,  officer,  employee  or agent with  respect to an employee
            benefit plan, its  participants or  beneficiaries;  and a person who
            acted in good faith and in a manner he reasonably  believed to be in
            the best  interests  of the  participants  and  beneficiaries  of an
            employee benefit plan shall be deemed to have acted in a manner "not
            opposed to the best interests of the corporation" within the meaning
            of that term as used in this Article FIVE.


                                     II-11
<PAGE>


            Section 5.09.  Venue. Any action,  suit or proceeding to determine a
      claim for indemnification under this Article FIVE may be maintained by the
      person claiming such indemnification,  or by the corporation, in the Court
      of Common Pleas of Franklin County, Ohio. The corporation and (by claiming
      such  indemnification)  each  such  person  consent  to  the  exercise  of
      jurisdiction  over  its or his  person  by the  Court of  Common  Pleas of
      Franklin County, Ohio in any such action, suit or proceeding.

            Section 12(p) of the Karrington  Health,  Inc. 1996 Incentive  Stock
Plan (the "Plan")  provides for the  indemnification  of members of the Board of
Directors  of the  Registrant  and of the  Compensation  Committee of such Board
which administers the Plan. Section 12(p) provides as follows:

                  (D)  INDEMNIFICATION.  Each person who is or shall have been a
            member of the  Committee  or of the Board shall be  indemnified  and
            held  harmless  by the  Company  against  and from any  loss,  cost,
            liability or expense that may be imposed upon or reasonably incurred
            by him in connection with or resulting from any claim,  action, suit
            or  proceeding to which he may be made a party or in which he may be
            involved  by reason of any action  taken or failure to act under the
            Plan  and  against  and  from  any  and all  amounts  paid by him in
            settlement thereof,  with the Company's approval,  or paid by him in
            satisfaction of any judgment in any such action,  suit or proceeding
            against him,  provided he shall give the Company an opportunity,  at
            its own expense,  to handle and defend the same before he undertakes
            to handle and defend it on his own behalf.  The  foregoing  right of
            indemnification  shall not be exclusive and shall be  independent of
            any other  rights of  indemnification  to which such  persons may be
            entitled  under  the  Company's   Certificate  of  Incorporation  or
            By-laws, by contract, as a matter of law, or otherwise.

            The  Registrant  has purchased  insurance  coverage  under  policies
issued by National  Union Fire Insurance Co. (AIG),  which insure  directors and
officers  against  certain  liabilities  which might be incurred by them in such
capacities.


                                     II-12
<PAGE>

Item 7.  Exemption from Registration Claimed.

            Not Applicable.

Item 8.  Exhibits.

            See the Index to Exhibits attached hereto at page II-17.

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this registration statement:

            (i)   To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

      provided,  however,  that paragraphs  A(1)(i) and A(1)(ii) do not apply if
      the information  required to be included in a post-effective  amendment by
      those  paragraphs is contained in periodic reports filed by the Registrant
      pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of
      1934 that are incorporated by reference in this 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.

                                     II-13
<PAGE>


      (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 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.    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  in
      Item 6 of this Part II,  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-14
<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 Columbus, State of Ohio, on the 27th day of November,
1996.

                             KARRINGTON HEALTH, INC.


                             By: /s/ Richard R. Slager
                                    ____________________________________________
                                    Richard R. Slager, Chairman of the Board,
                                    President and Chief Executive Officer


      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 and on the 27th day of November, 1996.

        Signature                         Title
        ---------                         -----

/s/ Richard R. Slager*      Chairman of the Board, President and Chief
    Richard R. Slager       Executive Officer (PRINCIPAL EXECUTIVE OFFICER)

/s/ Alan B. Satterwhite*    Director, Chief Operating Officer and Chief
    Alan B. Satterwhite     Financial Officer (PRINCIPAL FINANCIAL AND
                            ACCOUNTING OFFICER)

/s/ John S. Christie*       Director
    John S. Christie

/s/ Bernadine P. Healy*     Director
    Bernadine P. Healy

/s/ David H. Hoag*          Director
    David H. Hoag

/s/ John H. McConnell*      Director
    John H. McConnell

/s/ Charles H. McCreary*    Director
    Charles H. McCreary

/s/ James V. Pickett*       Director
    James V. Pickett

/s/ Harold A. Poling*       Director
    Harold A. Poling

/s/ Michael H. Thomas*      Director
    Michael H. Thomas

/s/ Robert D. Walter*       Director
    Robert D. Walter

* By Power of Attorney


  /s/ Richard R. Slager
  
      Attorney-in-Fact


                                     II-15
<PAGE>


                                INDEX TO EXHIBITS


   Exhibit No.                Description                      Page No.
   -----------                -----------                      --------

   4(a)     Amended Articles of Incorporation    Incorporated herein by
            of Karrington Health, Inc.           reference to Amendment No. 1
                                                 to Registrant's Registration
                                                 Statement on Form S-1 filed
                                                 on June 18, 1996
                                                 (Registration No. 333-3491)
                                                 [Exhibit 3.1]

   4(b)     Code of Regulations of Karrington    Incorporated herein by
            Health, Inc.                         reference to Amendment No. 1
                                                 to Registrant's Registration
                                                 Statement on Form S-1 filed
                                                 on June 18, 1996
                                                 (Registration No. 333-3491)
                                                 [Exhibit 3.2]

   4(c)     Karrington Health, Inc. 1996         Incorporated herein by
            Incentive Stock Plan                 reference to Amendment No. 1
                                                 to Registrant's Registration
                                                 Statement on Form S-1 filed
                                                 on June 18, 1996
                                                 (Registration No. 333-
                                                 3491) [Exhibit 10.1]

    5       Opinion of Vorys, Sater, Seymour     Pages 18 and 19.
            and Pease, counsel to Registrant

  23.1      Consent of Ernst & Young LLP         Page 20.

  23(b)     Consent of Deloitte & Touche LLP     Page 21.

  23(c)     Consent of Vorys, Sater, Seymour     Filed as part of Exhibit 5
            and Pease, counsel to Registrant     hereof.


   24       Powers of Attorney                   Pages 22-33.



                                     II-16
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 44080}]
{"company-data": {"conformed-name": "KARRINGTON HEALTH INC", "cik": "0001012710", "assigned-sic": "8050", "irs-number": "311461482", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-16971", "film-number": "96673632"}, "business-address": {"street1": "919 OLD HENDERSON ROAD", "city": "COLUMBUS", "state": "OH", "zip": "43220", "phone": "6144515151"}, "mail-address": {"street1": "919 OLD HENDERSON ROAD", "city": "COLUMBUS", "state": "OH", "zip": "43220"}}
As filed with the Securities and Exchange Commission on November 27, 1996
                                                 Registration No. 333-__________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                             Karrington Health, Inc.
                             -----------------------
             (Exact name of registrant as specified in its charter)

           Ohio                                           31-1461482
-------------------------------                       -------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

  919 Old Henderson Road, Columbus, OH                       43220
----------------------------------------                   ----------
(Address of Principal Executive Offices)                   (Zip Code)

                             Karrington Health, Inc.
                            1996 Incentive Stock Plan
                            -------------------------
                            (Full title of the plan)

                                                 Copy to:
Alan B. Satterwhite                              Susan E. Brown, Esq.
Karrington Health, Inc.                          Vorys, Sater, Seymour and Pease
919 Old Henderson Road                           52 East Gay Street
Columbus, Ohio  43220                            Columbus, Ohio 43216-1008
---------------------------------------          -------------------------------
(Name and address of agent for service)

                                  (614)451-5151
                                  -------------
          (Telephone number, including area code, of agent for service)

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

                         Calculation of Registration Fee

----------------------------------------------------------------------------------------
                                                            Proposed
   Title of                        Proposed maximum          maximum       Amount of
 securities to  Amount to be        offering price          aggregate     registration
 be registered   registered          per unit (1)        offering price       fee
                                                               (1)
----------------------------------------------------------------------------------------
Common Shares,     550,000    $13.00 for 169,000 Common    $6,959,500        $2109
Without Par                   Shares; $12.50 for
Value                         381,000 Common Shares

----------------------------------------------------------------------------------------
(1)  Estimated  solely for the purpose of  calculating  the  aggregate  offering
     price  and the  registration  fee  pursuant  to  Rules  457(c)  and  457(h)
     promulgated  under the Securities Act of 1933, as amended,  and computed on
     the basis of: (a) $13.00 per share for 169,000 of the Common Shares,  which
     is the  price at which  options  to  purchase  such  Common  Shares  may be
     exercised,  and (b) $12.50 per share for 381,000 of the Common Shares to be
     registered,  which is the  average of the high and low sales  prices of the
     Common Shares as reported on The Nasdaq Stock Market on November 25, 1996.

                               Page 1 of 33 Pages.
       Index to Exhibits at Page II-16 (Page 17 as sequentially numbered).
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            The Prospectus filed by Karrington  Health,  Inc. (the "Registrant")
on July 22, 1996, with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b)  under the  Securities  Act of 1933,  as amended,  which
contains audited  financial  statements for the  Registrant's  fiscal year ended
December 31, 1995, is hereby incorporated by reference.

            The description of the  Registrant's  Common Shares contained in the
Registrant's  Registration  Statement on Form 8-A (File No.  0-28656) filed with
the Commission on June 5, 1996, which  incorporates by reference the description
of the Registrant's  Common Shares  contained in the  Registrant's  Registration
Statement on Form S-1  (Registration  No. 333-3491) filed with the Commission on
May 10, 1996, or contained in any  subsequent  amendment or report filed for the
purpose of updating such description, is hereby incorporated by reference.

            Any  definitive  Proxy  Statement  or  Information  Statement  filed
pursuant to Section 14 of the  Securities  Exchange Act of 1934, as amended (the
"Exchange  Act"),  and all  documents  which  may be filed  with the  Commission
pursuant to Sections 13, 14 or 15(d) of the Exchange Act  subsequent to the date
hereof and prior to the completion of the offering  contemplated  hereby,  shall
also be deemed to be  incorporated  herein  by  reference  and to be made a part
hereof from the date of filing of such  documents;  provided,  however,  that no
report of the Compensation Committee of the Board of Directors of the Registrant
on  executive  compensation  and no  performance  graph  included  in any  Proxy
Statement or Information  Statement filed pursuant to Section 14 of the Exchange
Act shall be deemed to be incorporated herein by reference.

Item 4.  Description of Securities.

            Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

            The validity of the issuance of the Common Shares of the  Registrant
being registered on this Registration  Statement on Form S-8 will be passed upon
for the Registrant by Vorys, Sater,  Seymour and Pease, 52 East Gay Street, P.O.
Box 1008, Columbus, Ohio 43216-1008.  Members of Vorys, Sater, Seymour and Pease
and  attorneys  employed  thereby,  together  with  members  of their  immediate
families, beneficially own less than $50,000 of Common Shares of the Registrant.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

            Division  (E) of Section  1701.13 of the Ohio  Revised  Code governs
indemnification by an Ohio corporation and provides as follows:

            (E)(1) A corporation  may indemnify or agree 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, other than an action by
      or in the  right of the  corporation,  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,  trustee,
      officer,  employee,  member,  manager,  or agent of  another  corporation,
      domestic or foreign, nonprofit or for profit, a limited liability company,
      or a  partnership,  joint venture,  trust,  or other  enterprise,  against
      expenses, including attorney's fees, judgments, fines, and amounts paid in
      settlement actually and reasonably incurred by him in connection with such
      action,  suit,  or proceeding if he acted in good faith and in a manner he
      reasonably  believed to be in or not opposed to the best  interests of the
      corporation, and, with respect to any criminal action or proceeding, if he
      had  no  reasonable  cause  to  believe  his  conduct  was  unlawful.  The
      termination  of any  action,  suit,  or  proceeding  by  judgment,  order,
      settlement,  or  conviction,  or  upon a plea of  nolo  contendere  or its
      equivalent, shall not, of itself, create a presumption that the person did
      not act in good faith and in a manner he  reasonably  believed to be in or
      not opposed to the best interests of the corporation, and, with respect to
      any criminal action or proceeding, he had reasonable cause to believe that
      his conduct was unlawful.

            (2) A corporation may indemnify or agree 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 or suit by or in the right of the corporation
      to  procure a judgment  in its favor,  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,  trustee,
      officer,  employee,  member,  manager,  or agent of  another  corporation,

                                      II-2
domestic or foreign, nonprofit or for profit, a limited liability company,
      or a  partnership,  joint venture,  trust,  or other  enterprise,  against
      expenses,  including  attorney's fees, actually and reasonably incurred by
      him in  connection  with the defense or settlement of such action or suit,
      if he acted in good faith and in a manner he reasonably  believed to be in
      or not opposed to the best  interests of the  corporation,  except that no
      indemnification shall be made in respect of any of the following:

                  (a) Any claim,  issue,  or matter as to which  such  person is
            adjudged  to  be  liable  for   negligence   or  misconduct  in  the
            performance of his duty to the corporation  unless,  and only to the
            extent  that the  court of common  pleas or the court in which  such
            action  or suit was  brought  determines,  upon  application,  that,
            despite  the  adjudication  of  liability,  but in  view  of all the
            circumstances  of the case,  such  person is fairly  and  reasonably
            entitled to indemnity for such expenses as the court of common pleas
            or such other court shall deem proper;

                  (b) Any  action or suit in which the only  liability  asserted
            against a director  is  pursuant  to section  1701.95 of the Revised
            Code.

            (3) To the  extent  that a  director,  trustee,  officer,  employee,
      member,  manager,  or agent has been successful on the merits or otherwise
      in defense of any  action,  suit,  or  proceeding  referred to in division
      (E)(1) or (2) of this  section,  or in  defense of any  claim,  issue,  or
      matter  therein,  he  shall be  indemnified  against  expenses,  including
      attorney's  fees,  actually and  reasonably  incurred by him in connection
      with the action, suit, or proceeding.

            (4)  Any  indemnification  under  division  (E)(1)  or (2)  of  this
      section,  unless ordered by a court, shall be made by the corporation only
      as  authorized  in  the  specific   case,   upon  a   determination   that
      indemnification  of the  director,  trustee,  officer,  employee,  member,
      manager,  or agent is proper in the  circumstances  because he has met the
      applicable standard of conduct set forth in division (E)(1) or (2) of this
      section. Such determination shall be made as follows:

                                      II-3
(a) By a majority vote of a quorum  consisting of directors of
            the indemnifying  corporation who were not and are not parties to or
            threatened  with the  action,  suit,  or  proceeding  referred to in
            division (E)(1) or (2) of this section;

                  (b) If the quorum  described  in  division  (E)(4)(a)  of this
            section  is not  obtainable  or if a  majority  vote of a quorum  of
            disinterested   directors  so  directs,  in  a  written  opinion  by
            independent  legal counsel other than an attorney,  or a firm having
            associated with it an attorney,  who has been retained by or who has
            performed   services  for  the  corporation  or  any  person  to  be
            indemnified within the past five years;

                  (c)   By the shareholders;

                  (d) By the  court of  common  pleas or the  court in which the
            action, suit, or proceeding referred to in division (E)(1) or (2) of
            this section was brought.

            Any determination made by the disinterested directors under division
      (E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
      section  shall be promptly  communicated  to the person who  threatened or
      brought  the  action or suit by or in the right of the  corporation  under
      division (E)(2) of this section, and within ten days after receipt of such
      notification,  such person  shall have the right to petition  the court of
      common  pleas or the court in which  such  action or suit was  brought  to
      review the reasonableness of such determination.

            (5)(a)  Unless at the time of a director's  act or omission  that is
      the  subject of an action,  suit,  or  proceeding  referred to in division
      (E)(1)  or (2) of this  section,  the  articles  or the  regulations  of a
      corporation  state,  by  specific  reference  to this  division,  that the
      provisions of this division do not apply to the corporation and unless the
      only  liability  asserted  against  a  director  in an  action,  suit,  or
      proceeding  referred  to in  division  (E)(1)  or (2) of this  section  is
      pursuant  to section  1701.95 of the  Revised  Code,  expenses,  including
      attorney's fees,  incurred by a director in defending the action,  suit or
      proceeding  shall  be paid by the  corporation  as they are  incurred,  in
      advance of the final  disposition of the action,  suit, or proceeding upon
      receipt  of an  undertaking  by or on behalf of the  director  in which he
      agrees to do both of the following:

                                      II-4
(i) Repay such amount if it is proved by clear and  convincing
            evidence  in a court of  competent  jurisdiction  that his action or
            failure  to  act  involved  an  act  or  omission   undertaken  with
            deliberate  intent to cause injury to the  corporation or undertaken
            with reckless disregard for the best interests of the corporation;

                  (ii)  Reasonably  cooperate with the corporation
            concerning the action, suit, or proceeding.

            (b) Expenses,  including  attorney's  fees,  incurred by a director,
      trustee,  officer,  employee,  member,  manager, or agent in defending any
      action,  suit, or proceeding referred to in division (E)(1) or (2) of this
      section,  may be paid by the corporation as they are incurred,  in advance
      of the final disposition of the action, suit, or proceeding, as authorized
      by the directors in the specific  case,  upon receipt of an undertaking by
      or on behalf of the director, trustee, officer, employee, member, manager,
      or agent to repay such amount,  if it ultimately is determined  that he is
      not entitled to be indemnified by the corporation.

            (6) The  indemnification  authorized  by this  section  shall not be
      exclusive  of, and shall be in addition  to, any other  rights  granted to
      those seeking  indemnification  under the articles,  the regulations,  any
      agreement,  a  vote  of  shareholders  or  disinterested   directors,   or
      otherwise, both as to action in their official capacities and as to action
      in another  capacity  while holding their offices or positions,  and shall
      continue as to a person who has ceased to be a director, trustee, officer,
      employee,  member, manager, or agent and shall inure to the benefit of the
      heirs, executors, and administrators of such a person.

            (7) A  corporation  may purchase  and maintain  insurance or furnish
      similar protection, including, but not limited to, trust funds, letters of
      credit, or self-insurance,  on behalf of or for any person who 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, trustee, officer,
      employee,  member,  manager, or agent of another corporation,  domestic or
      foreign,  nonprofit  or for  profit,  a limited  liability  company,  or a

                                      II-5
partnership,  joint  venture,  trust,  or other  enterprise,  against  any
      liability  asserted  against him and incurred by him in any such capacity,
      or arising out of his status as such, whether or not the corporation would
      have the power to indemnify him against such liability under this section.
      Insurance may be purchased  from or maintained  with a person in which the
      corporation has a financial interest.

            (8) The authority of a corporation to indemnify  persons pursuant to
      division  (E)(1) or (2) of this  section  does not limit  the  payment  of
      expenses  as they  are  incurred,  indemnification,  insurance,  or  other
      protection that may be provided pursuant to divisions (E)(5),(6),  and (7)
      of this  section.  Divisions  (E)(1) and (2) of this section do not create
      any  obligation  to  repay  or  return  payments  made by the  corporation
      pursuant to division (E)(5),(6) or (7).

            (9) As used in division (E) of this section,  "corporation" includes
      all  constituent  entities  in a  consolidation  or merger  and the new or
      surviving  corporation,  so  that  any  person  who is or was a  director,
      officer,   employee,   trustee,  member,  manager,  or  agent  of  such  a
      constituent  entity,  or  is  or  was  serving  at  the  request  of  such
      constituent  entity as a director,  trustee,  officer,  employee,  member,
      manager, or agent of another corporation,  domestic or foreign,  nonprofit
      or for profit, a limited liability company, a partnership,  joint venture,
      trust,  or other  enterprise,  shall stand in the same position under this
      section with respect to the new or surviving corporation as he would if he
      had served the new or surviving corporation in the same capacity.

            Article FIVE of the Code of Regulations  of the  Registrant  governs
indemnification by the Registrant and provides as follows:

            Section  5.01.  Mandatory  Indemnification.  The  corporation  shall
      indemnify any officer or director of the corporation 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 (including, without limitation, any action
      threatened or instituted by or in the right of the corporation), by reason

                                      II-6
of the fact that he is or was a director, officer, manager or agent of the
      corporation,  or is or was serving at the request of the  corporation as a
      director,  trustee, officer, employee, member, manager or agent of another
      corporation  (domestic  or  foreign,  nonprofit  or for  profit),  limited
      liability company, partnership,  joint venture, trust or other enterprise,
      against expenses (including,  without limitation,  attorneys' fees, filing
      fees, court reporters' fees and transcript  costs),  judgments,  fines and
      amounts  paid in  settlement  actually and  reasonably  incurred by him in
      connection with such action,  suit or proceeding if he acted in good faith
      and in a manner he reasonably believed to be in or not opposed to the best
      interests of the  corporation,  and with respect to any criminal action or
      proceeding,  he had  no  reasonable  cause  to  believe  his  conduct  was
      unlawful. A person claiming  indemnification under this Section 5.01 shall
      be presumed,  in respect of any act or omission  giving rise to such claim
      for  indemnification,  to have  acted in good  faith  and in a  manner  he
      reasonably  believed to be in or not opposed to the best  interests of the
      corporation,  and with  respect  to any  criminal  matter,  to have had no
      reasonable cause to believe his conduct was unlawful,  and the termination
      of any action,  suit or  proceeding  by  judgment,  order,  settlement  or
      conviction,  or upon a plea of nolo  contendere or its  equivalent,  shall
      not, of itself, rebut such presumption.

            Section  5.02.  Court-Approved   Indemnification.   Anything
      contained  in  the   Regulations  or  elsewhere  to  the  contrary
      notwithstanding:

                  (A)  the  corporation  shall  not  indemnify  any  officer  or
            director of the corporation who was a party to any completed  action
            or suit  instituted by or in the right of the corporation to procure
            a  judgment  in its  favor 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,
            trustee,  officer,  employee,  member,  manager  or agent of another
            corporation (domestic or foreign,  nonprofit or for profit), limited
            liability  company,  partnership,  joint  venture,  trust  or  other
            enterprise,  in respect of any claim,  issue or matter  asserted  in

                                      II-7
such  action or suit as to which he shall have been  adjudged  to be
            liable for acting with reckless  disregard for the best interests of
            the  corporation  or  misconduct  (other  than  negligence)  in  the
            performance  of his duty to the  corporation  unless and only to the
            extent that the Court of Common  Pleas of Franklin  County,  Ohio or
            the court in which such action or suit was brought  shall  determine
            upon application that,  despite such adjudication of liability,  and
            in view of all the  circumstances  of the  case,  he is  fairly  and
            reasonably  entitled to such indemnity as such Court of Common Pleas
            or such other court shall deem proper; and

                  (B) the  corporation  shall  promptly  make  any  such  unpaid
            indemnification  as  is  determined  by a  court  to  be  proper  as
            contemplated by this Section 5.02.

            Section 5.03.  Indemnification  for Expenses.  Anything contained in
      the  Regulations  or  elsewhere to the  contrary  notwithstanding,  to the
      extent that an officer or director of the  corporation has been successful
      on the merits or  otherwise in defense of any action,  suit or  proceeding
      referred to in Section 5.01,  or in defense of any claim,  issue or matter
      therein,  he shall be  promptly  indemnified  by the  corporation  against
      expenses  (including,  without  limitation,  attorneys' fees, filing fees,
      court  reporters'  fees and  transcript  costs)  actually  and  reasonably
      incurred by him in connection therewith.

            Section 5.04.  Determination Required. Any indemnification  required
      under Section 5.01 and not  precluded  under Section 5.02 shall be made by
      the corporation only upon a determination that such indemnification of the
      officer or director is proper in the circumstances  because he has met the
      applicable   standard  of  conduct  set  forth  in  Section   5.01.   Such
      determination  may  be  made  only  (A) by a  majority  vote  of a  quorum
      consisting  of  directors  of the  corporation  who  were  not and are not
      parties to, or threatened  with, any such action,  suit or proceeding,  or
      (B) if such a quorum is not  obtainable  or if a  majority  of a quorum of
      disinterested  directors so directs,  in a written  opinion by independent
      legal counsel other than an attorney,  or a firm having associated with it
      an attorney,  who has been retained by or who has  performed  services for

                                      II-8
the  corporation,  or any person to be  indemnified,  within the past five
      years, or (C) by the shareholders,  or (D) by the Court of Common Pleas of
      Franklin County, Ohio or (if the corporation is a party thereto) the court
      in which such action,  suit or  proceeding  was brought,  if any; any such
      determination  may be made by a court under  division  (D) of this Section
      5.04 at any time [including,  without limitation,  any time before, during
      or after  the time when any such  determination  may be  requested  of, be
      under  consideration  by  or  have  been  denied  or  disregarded  by  the
      disinterested directors under division (A) or by independent legal counsel
      under  division  (B) or by the  shareholders  under  division  (C) of this
      Section   5.04];   and  no  failure  for  any  reason  to  make  any  such
      determination,   and  no  decision   for  any  reason  to  deny  any  such
      determination,  by the  disinterested  directors  under division (A) or by
      independent  legal counsel  under  division (B) or by  shareholders  under
      division  (C) of this  Section  5.04 shall be  evidence in rebuttal of the
      presumption  recited  in  Section  5.01.  Any  determination  made  by the
      disinterested directors under division (A) or by independent legal counsel
      under division (B) of this Section 5.04 to make indemnification in respect
      of any claim,  issue or matter asserted in an action or suit threatened or
      brought  by  or  in  the  right  of  the  corporation  shall  be  promptly
      communicated  to the person who threatened or brought such action or suit,
      and within ten (10) days after  receipt of such  notification  such person
      shall have the right to  petition  the Court of Common  Pleas of  Franklin
      County,  Ohio or the court in which such  action or suit was  brought,  if
      any, to review the reasonableness of such determination.

            Section 5.05. Advances for Expenses.  Expenses  (including,  without
      limitation,  attorneys'  fees,  filing  fees,  court  reporters'  fees and
      transcript  costs)  incurred in defending  any action,  suit or proceeding
      referred to in Section 5.01 shall be paid by the corporation in advance of
      the final  disposition of such action,  suit or proceeding to or on behalf
      of the officer or director  promptly as such expenses are incurred by him,
      but only if such  officer or director  shall first agree,  in writing,  to
      repay all amounts so paid in respect of any claim,  issue or other  matter
      asserted in such action,  suit or  proceeding in defense of which he shall
      not have been successful on the merits or otherwise:

                                      II-9
(A) if it  shall  ultimately  be  determined  as  provided  in
            Section  5.04  that  he is not  entitled  to be  indemnified  by the
            corporation as provided under Section 5.01; or
                  (B) if,  in  respect  of any  claim,  issue  or  other  matter
            asserted  by or in the right of the  corporation  in such  action or
            suit,  he shall have been  adjudged  to be liable  for  acting  with
            reckless  disregard  for the best  interests of the  corporation  or
            misconduct (other than negligence) in the performance of his duty to
            the  corporation,  unless and only to the  extent  that the Court of
            Common  Pleas of  Franklin  County,  Ohio or the court in which such
            action or suit was brought shall  determine upon  application  that,
            despite  such  adjudication  of  liability,  and in  view of all the
            circumstances,  he is fairly and reasonably  entitled to all or part
            of such indemnification.

            Section  5.06.  Article  FIVE  Not  Exclusive.  The  indemnification
      provided by this Article  FIVE shall not be exclusive  of, and shall be in
      addition to, any other rights to which any person seeking  indemnification
      may be entitled under the Articles, the Regulations, any agreement, a vote
      of  shareholders  or  disinterested  directors,  or otherwise,  both as to
      action in his official capacity and as to action in another capacity while
      holding such office,  and shall  continue as to a person who has ceased to
      be an  officer  or  director  of the  corporation  and shall  inure to the
      benefit of the heirs, executors, and administrators of such a person.

            Section 5.07.  Insurance.  The corporation may purchase and maintain
      insurance  or furnish  similar  protection,  including  but not limited to
      trust funds, letters of credit, or self-insurance, on behalf of any person
      who 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,
      trustee,  officer,  employee, or agent of another corporation (domestic or
      foreign,  nonprofit or for profit),  partnership,  joint venture, trust or
      other enterprise,  against any liability asserted against him and incurred
      by him in any such capacity, or arising out of his status as such, whether
      or not the corporation would have the obligation or the power to indemnify
      him against such  liability  under the  provisions  of this Article  FIVE.
      Insurance may be purchased  from or maintained  with a person in which the
      corporation has a financial interest.

                                     II-10
Section  5.08.  Certain  Definitions.  For  purposes of this
      Article FIVE, and as examples and not by way of limitation:

                  (A) A person claiming  indemnification under this Article FIVE
            shall be deemed to have been  successful  on the merits or otherwise
            in defense of any action,  suit or proceeding referred to in Section
            5.01, or in defense of any claim, issue or other matter therein,  if
            such  action,  suit or  proceeding  shall be  terminated  as to such
            person,  with or without prejudice,  without the entry of a judgment
            or order  against  him,  without a  conviction  of him,  without the
            imposition  of a fine upon him and without his payment or  agreement
            to pay any amount in  settlement  thereof  (whether  or not any such
            termination is based upon a judicial or other  determination  of the
            lack of merit of the claims made against him or otherwise results in
            a vindication of him); and

                  (B) References to an "other enterprise" shall include employee
            benefit plans; references to a "fine" shall include any excise taxes
            assessed on a person with respect to an employee  benefit plan;  and
            references  to  "serving at the  request of the  corporation"  shall
            include any service as a director, officer, employee or agent of the
            corporation  which imposes duties on, or involves  services by, such
            director,  officer,  employee  or agent with  respect to an employee
            benefit plan, its  participants or  beneficiaries;  and a person who
            acted in good faith and in a manner he reasonably  believed to be in
            the best  interests  of the  participants  and  beneficiaries  of an
            employee benefit plan shall be deemed to have acted in a manner "not
            opposed to the best interests of the corporation" within the meaning
            of that term as used in this Article FIVE.

                                     II-11
Section 5.09.  Venue. Any action,  suit or proceeding to determine a
      claim for indemnification under this Article FIVE may be maintained by the
      person claiming such indemnification,  or by the corporation, in the Court
      of Common Pleas of Franklin County, Ohio. The corporation and (by claiming
      such  indemnification)  each  such  person  consent  to  the  exercise  of
      jurisdiction  over  its or his  person  by the  Court of  Common  Pleas of
      Franklin County, Ohio in any such action, suit or proceeding.

            Section 12(p) of the Karrington  Health,  Inc. 1996 Incentive  Stock
Plan (the "Plan")  provides for the  indemnification  of members of the Board of
Directors  of the  Registrant  and of the  Compensation  Committee of such Board
which administers the Plan. Section 12(p) provides as follows:

                  (D)  INDEMNIFICATION.  Each person who is or shall have been a
            member of the  Committee  or of the Board shall be  indemnified  and
            held  harmless  by the  Company  against  and from any  loss,  cost,
            liability or expense that may be imposed upon or reasonably incurred
            by him in connection with or resulting from any claim,  action, suit
            or  proceeding to which he may be made a party or in which he may be
            involved  by reason of any action  taken or failure to act under the
            Plan  and  against  and  from  any  and all  amounts  paid by him in
            settlement thereof,  with the Company's approval,  or paid by him in
            satisfaction of any judgment in any such action,  suit or proceeding
            against him,  provided he shall give the Company an opportunity,  at
            its own expense,  to handle and defend the same before he undertakes
            to handle and defend it on his own behalf.  The  foregoing  right of
            indemnification  shall not be exclusive and shall be  independent of
            any other  rights of  indemnification  to which such  persons may be
            entitled  under  the  Company's   Certificate  of  Incorporation  or
            By-laws, by contract, as a matter of law, or otherwise.

            The  Registrant  has purchased  insurance  coverage  under  policies
issued by National  Union Fire Insurance Co. (AIG),  which insure  directors and
officers  against  certain  liabilities  which might be incurred by them in such
capacities.

                                     II-12
Item 7.  Exemption from Registration Claimed.

            Not Applicable.

Item 8.  Exhibits.

            See the Index to Exhibits attached hereto at page II-17.

Item 9.  Undertakings.

A.   The undersigned Registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
          made, a post-effective amendment to this registration statement:

            (i)   To include any  prospectus  required by Section
                  10(a)(3) of the Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement; and

            (iii) To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

      provided,  however,  that paragraphs  A(1)(i) and A(1)(ii) do not apply if
      the information  required to be included in a post-effective  amendment by
      those  paragraphs is contained in periodic reports filed by the Registrant
      pursuant to Section 13 or Section 15(d) of the Securities  Exchange Act of
      1934 that are incorporated by reference in this 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.

                                     II-13
(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 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.    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  in
      Item 6 of this Part II,  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-14
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 Columbus, State of Ohio, on the 27th day of November,
1996.

                             KARRINGTON HEALTH, INC.

                             By: /s/ Richard R. Slager
                                    ____________________________________________
                                    Richard R. Slager, Chairman of the Board,
                                    President and Chief Executive Officer

      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 and on the 27th day of November, 1996.

        Signature                         Title
        ---------                         -----

/s/ Richard R. Slager*      Chairman of the Board, President and Chief
    Richard R. Slager       Executive Officer (PRINCIPAL EXECUTIVE OFFICER)

/s/ Alan B. Satterwhite*    Director, Chief Operating Officer and Chief
    Alan B. Satterwhite     Financial Officer (PRINCIPAL FINANCIAL AND
                            ACCOUNTING OFFICER)

/s/ John S. Christie*       Director
    John S. Christie

/s/ Bernadine P. Healy*     Director
    Bernadine P. Healy

/s/ David H. Hoag*          Director
    David H. Hoag

/s/ John H. McConnell*      Director
    John H. McConnell

/s/ Charles H. McCreary*    Director
    Charles H. McCreary

/s/ James V. Pickett*       Director
    James V. Pickett

/s/ Harold A. Poling*       Director
    Harold A. Poling

/s/ Michael H. Thomas*      Director
    Michael H. Thomas

/s/ Robert D. Walter*       Director
    Robert D. Walter

* By Power of Attorney

  /s/ Richard R. Slager
  
      Attorney-in-Fact

                                     II-15
INDEX TO EXHIBITS

   Exhibit No.                Description                      Page No.
   -----------                -----------                      --------

   4(a)     Amended Articles of Incorporation    Incorporated herein by
            of Karrington Health, Inc.           reference to Amendment No. 1
                                                 to Registrant's Registration
                                                 Statement on Form S-1 filed
                                                 on June 18, 1996
                                                 (Registration No. 333-3491)
                                                 [Exhibit 3.1]

   4(b)     Code of Regulations of Karrington    Incorporated herein by
            Health, Inc.                         reference to Amendment No. 1
                                                 to Registrant's Registration
                                                 Statement on Form S-1 filed
                                                 on June 18, 1996
                                                 (Registration No. 333-3491)
                                                 [Exhibit 3.2]

   4(c)     Karrington Health, Inc. 1996         Incorporated herein by
            Incentive Stock Plan                 reference to Amendment No. 1
                                                 to Registrant's Registration
                                                 Statement on Form S-1 filed
                                                 on June 18, 1996
                                                 (Registration No. 333-
                                                 3491) [Exhibit 10.1]

    5       Opinion of Vorys, Sater, Seymour     Pages 18 and 19.
            and Pease, counsel to Registrant

  23.1      Consent of Ernst & Young LLP         Page 20.

  23(b)     Consent of Deloitte & Touche LLP     Page 21.

  23(c)     Consent of Vorys, Sater, Seymour     Filed as part of Exhibit 5
            and Pease, counsel to Registrant     hereof.

   24       Powers of Attorney                   Pages 22-33.

                                     II-16