As filed with the Securities and Exchange Commission on September 3, 2003
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          Hanger Orthopedic Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                              84-0904275
     -------------------------------           ----------------------------
     (State or other jurisdiction of           (IRS Employer Identification
      incorporation or organization)                       Number)

         Two Bethesda Metro Center-Suite 1200, Bethesda, Maryland 20814
         --------------------------------------------------------------
           (Address of Principal Executive Offices including Zip Code)

 Hanger Orthopedic Group, Inc. 2003 Non-Employee Directors' Stock Incentive Plan
                              (Full title of plan)

                                  Ivan R. Sabel
                Chairman of the Board and Chief Executive Officer
                          Hanger Orthopedic Group, Inc.
                     Two Bethesda Metro Center - Suite 1200
                            Bethesda, Maryland 20814
                                 (301)986-0701
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                              Arthur H. Bill, Esq.
                                 Foley & Lardner
                         3000 K Street, N.W. (Suite 500)
                             Washington, D.C. 20007

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

Title of                         Amount                                          Proposed Maximum
Securities                        to be               Proposed Maximum               Aggregate             Amount of
  to be                        Registered              Offering Price             Offering Price          Registration
Registered                         (1)                 Per Share (2)                    (2)                   Fee
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>                    <C>                        <C>                     <C>
Common Stock, $.01 par value    500,000 shares (3)     $13.39                     $6,695,000              $541.63

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

     (1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.

     (2) The amounts are based upon the average of the high and low sale prices
for the Common Stock as reported on the New York Stock Exchange on August 28,
2003 and are used solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of
1933.

     (3) Consists of shares issuable under the Registrant's 2003 Non-Employee
Directors' Stock Incentive Plan.

<PAGE>
                   PART I - INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").


          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by Hanger Orthopedic Group, Inc.
(the "Company") (SEC File No. 1-10670) with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this Registration
Statement by reference and deemed to be a part hereof:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002;

     2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003;

     3. The Company's Proxy Statement, dated April 30, 2003;

     4. The Company's Current Report on Form 8-K, dated and filed May 1, 2003;
and

     5. The description of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), contained in the Company's Registration Statement on Form
8-A, as filed on December 14, 1990 under Section 12(b) of the Exchange Act.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents; provided, however, that the documents enumerated above
or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the SEC of the
Company's Annual Report on Form 10-K covering such year shall not be deemed
incorporated by reference in this Registration Statement and shall not be a part
hereof from and after the filing of such Annual Report on Form 10-K.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded, shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       2
<PAGE>
     The Company hereby undertakes to provide without charge to each person who
has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Company is permitted by Delaware law and required by its Certificate of
Incorporation and its By-laws to indemnify any director or officer or former
director of officer against all expenses and liabilities reasonably incurred by
him or her in connection with any legal action in which such person is involved
by reason of his or her position with the Company unless he or she is adjudged
liable for negligence or misconduct in the performance of his or her duties as a
director or officer. If any such action is settled, the Company will provide
indemnification only if the Board of Directors approves such settlement after
receiving an opinion of counsel for the Company that settlement is in the
Company's best interest.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

Exhibit
Number         Description
-------        -----------

4(a)           2003 Non-Employee Directors' Stock Incentive Plan. (Filed
               herewith.)

5              Legal opinion, dated September 3, 2003, of Foley & Lardner,
               counsel to the Company, as to the legality of shares offered.
               (Filed herewith.)

23(a)          Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

23(b)          Consent of Foley & Lardner. (Included in Exhibit 5 hereto).

24             Power of Attorney. (Included on signature page of this
               Registration Statement.)

Item 9. Undertakings.

     1. The Company hereby undertakes:

                                       3
<PAGE>

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

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

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

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

          (b) 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.

          (c) 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.

     2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that it
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.

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


                                       4
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Bethesda, State of Maryland, on this 28th day of
August, 2003.


                                     HANGER ORTHOPEDIC GROUP, INC.


                                     By:  /s/ Ivan R. Sabel
                                        ----------------------------------------
                                        Ivan R. Sabel
                                        Chairman of the Board and
                                          Chief Executive Officer


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints IVAN R. SABEL and/or THOMAS F. KIRK as his or her
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:


                                       5
<PAGE>
<TABLE>
<CAPTION>

Signature                                           Title                                 Date
---------                                           -----                                 ----

<S>                                                 <C>                                   <C>
                                                    Chairman of the Board, Chief
/s/ Ivan R. Sabel                                   Executive Officer and Director
------------------------------------                (Principal Executive Officer)         August 28, 2003
Ivan R. Sabel

/s/ Thomas F. Kirk                                  President, Chief Operating Officer    August 28, 2003
------------------------------------                and Director
Thomas F. Kirk

/s/ George E. McHenry                               Executive Vice President and Chief
------------------------------------                Financial Officer (Principal          August 28, 2003
George E. McHenry                                   Financial Officer)

/s/ Glenn M. Lohrmann                               Vice President, Controller            August 28, 2003
------------------------------------                (Principal
Glenn M. Lohrmann                                   Accounting Officer) and Secretary

/s/ Mitchell J. Blutt
------------------------------------                Director                              August 28, 2003
Mitchell J. Blutt, M.D.

/s/ Edmond E. Charrette
------------------------------------                Director                              August 19, 2003
Edmond E. Charrette, M.D.

/s/ Thomas P. Cooper
------------------------------------                Director                              August 19, 2003
Thomas P. Cooper, M.D.

/s/ Eric Green
------------------------------------                Director                              August 28, 2003
Eric Green

/s/ C. Raymond Larkin, Jr.
------------------------------------                Director                              August 28, 2003
C. Raymond Larkin, Jr.

Risa J. Lavizzo-Mourey
------------------------------------                Director                              August 19, 2003
Risa J. Lavizzo-Mourey, M.D.


------------------------------------                Director
H.E. Thranhardt
</TABLE>


                                       6
<PAGE>
                                  EXHIBIT INDEX


Item 8. Exhibits.

Exhibit
Number         Description
-------        -----------

4(a)           2003 Non-Employee Directors' Stock Incentive Plan . (Filed
               herewith.)

5              Legal opinion, dated September 3, 2003, of Foley & Lardner,
               counsel to the Company, as to the legality of shares offered.
               (Filed herewith.)

23(a)          Consent of PricewaterhouseCoopers LLP (Filed herewith.)

23(b)          Consent of Foley & Lardner. (Included in Exhibit 5 hereto.)

24             Power of Attorney. (Included on signature page of this
               Registration Statement.)


                                       7
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{"company-data": {"conformed-name": "HANGER ORTHOPEDIC GROUP INC", "cik": "0000722723", "assigned-sic": "8093", "irs-number": "840904275", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108470", "film-number": "03879550"}, "business-address": {"street1": "TWO BETHESDA METRO CENTER", "street2": "SUITE 1300", "city": "BETHESDA", "state": "MD", "zip": "20814", "phone": "3019860701"}, "mail-address": {"street1": "TWO BETHESDA METRO CENTER", "street2": "SUITE 1300", "city": "BETHESDA", "state": "MD", "zip": "20814"}, "former-company": [{"former-conformed-name": "SEQUEL CORP", "date-changed": "19890814"}, {"former-conformed-name": "CELLTECH COMMUNICATIONS INC", "date-changed": "19860304"}]}
As filed with the Securities and Exchange Commission on September 3, 2003
                                                 Registration No. 333-__________
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                          Hanger Orthopedic Group, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                   Delaware                              84-0904275
     -------------------------------           ----------------------------
     (State or other jurisdiction of           (IRS Employer Identification
      incorporation or organization)                       Number)

         Two Bethesda Metro Center-Suite 1200, Bethesda, Maryland 20814
         --------------------------------------------------------------
           (Address of Principal Executive Offices including Zip Code)

 Hanger Orthopedic Group, Inc. 2003 Non-Employee Directors' Stock Incentive Plan
                              (Full title of plan)

                                  Ivan R. Sabel
                Chairman of the Board and Chief Executive Officer
                          Hanger Orthopedic Group, Inc.
                     Two Bethesda Metro Center - Suite 1200
                            Bethesda, Maryland 20814
                                 (301)986-0701
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                              Arthur H. Bill, Esq.
                                 Foley & Lardner
                         3000 K Street, N.W. (Suite 500)
                             Washington, D.C. 20007

                         CALCULATION OF REGISTRATION FEE
Title of                         Amount                                          Proposed Maximum
Securities                        to be               Proposed Maximum               Aggregate             Amount of
  to be                        Registered              Offering Price             Offering Price          Registration
Registered                         (1)                 Per Share (2)                    (2)                   Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value    500,000 shares (3)     $13.39                     $6,695,000              $541.63

----------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.

     (2) The amounts are based upon the average of the high and low sale prices
for the Common Stock as reported on the New York Stock Exchange on August 28,
2003 and are used solely for the purpose of calculating the registration fee
pursuant to paragraphs (c) and (h)(1) of Rule 457 under the Securities Act of
1933.

     (3) Consists of shares issuable under the Registrant's 2003 Non-Employee
Directors' Stock Incentive Plan.
PART I - INFORMATION REQUIRED IN PROSPECTUS

     The information called for in Part I of Form S-8 is not being filed with or
included in this Form S-8 (by incorporation by reference or otherwise) in
accordance with the rules and regulations of the Securities and Exchange
Commission (the "SEC").

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents previously filed by Hanger Orthopedic Group, Inc.
(the "Company") (SEC File No. 1-10670) with the SEC pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are incorporated in this Registration
Statement by reference and deemed to be a part hereof:

     1. The Company's Annual Report on Form 10-K for the year ended December 31,
2002;

     2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2003;

     3. The Company's Proxy Statement, dated April 30, 2003;

     4. The Company's Current Report on Form 8-K, dated and filed May 1, 2003;
and

     5. The description of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), contained in the Company's Registration Statement on Form
8-A, as filed on December 14, 1990 under Section 12(b) of the Exchange Act.

     In addition, all documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
Registration Statement by reference and to be a part hereof from the date of
filing of such documents; provided, however, that the documents enumerated above
or subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the SEC of the
Company's Annual Report on Form 10-K covering such year shall not be deemed
incorporated by reference in this Registration Statement and shall not be a part
hereof from and after the filing of such Annual Report on Form 10-K.

     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded, shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.

                                       2
The Company hereby undertakes to provide without charge to each person who
has received a copy of the prospectus to which this Registration Statement
relates, upon the written or oral request of any such person, a copy of any or
all the documents that have been or may be incorporated by reference into this
Registration Statement, other than exhibits to such documents (unless such
exhibits are incorporated therein by reference).

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     The Company is permitted by Delaware law and required by its Certificate of
Incorporation and its By-laws to indemnify any director or officer or former
director of officer against all expenses and liabilities reasonably incurred by
him or her in connection with any legal action in which such person is involved
by reason of his or her position with the Company unless he or she is adjudged
liable for negligence or misconduct in the performance of his or her duties as a
director or officer. If any such action is settled, the Company will provide
indemnification only if the Board of Directors approves such settlement after
receiving an opinion of counsel for the Company that settlement is in the
Company's best interest.

Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

Exhibit
Number         Description
-------        -----------

4(a)           2003 Non-Employee Directors' Stock Incentive Plan. (Filed
               herewith.)

5              Legal opinion, dated September 3, 2003, of Foley & Lardner,
               counsel to the Company, as to the legality of shares offered.
               (Filed herewith.)

23(a)          Consent of PricewaterhouseCoopers LLP. (Filed herewith.)

23(b)          Consent of Foley & Lardner. (Included in Exhibit 5 hereto).

24             Power of Attorney. (Included on signature page of this
               Registration Statement.)

Item 9. Undertakings.

     1. The Company hereby undertakes:

                                       3
(a) To file, during any period in which offers or sales are being
     made, a post- effective amendment to this Registration Statement:

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

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

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

          (b) 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.

          (c) 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.

     2. The Company hereby undertakes that, for the purpose of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that it
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.

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

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Bethesda, State of Maryland, on this 28th day of
August, 2003.

                                     HANGER ORTHOPEDIC GROUP, INC.

                                     By:  /s/ Ivan R. Sabel
                                        ----------------------------------------
                                        Ivan R. Sabel
                                        Chairman of the Board and
                                          Chief Executive Officer

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints IVAN R. SABEL and/or THOMAS F. KIRK as his or her
true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution, for him or her and in his or her name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with exhibits thereto, and other documents in connection therewith, with the
SEC, granting unto said attorneys-in-fact and agents, each acting alone, full
power and authority to do and perform to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, each acting alone, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the dates indicated:

                                       5
Signature                                           Title                                 Date
---------                                           -----                                 ----
Chairman of the Board, Chief
/s/ Ivan R. Sabel                                   Executive Officer and Director
------------------------------------                (Principal Executive Officer)         August 28, 2003
Ivan R. Sabel

/s/ Thomas F. Kirk                                  President, Chief Operating Officer    August 28, 2003
------------------------------------                and Director
Thomas F. Kirk

/s/ George E. McHenry                               Executive Vice President and Chief
------------------------------------                Financial Officer (Principal          August 28, 2003
George E. McHenry                                   Financial Officer)

/s/ Glenn M. Lohrmann                               Vice President, Controller            August 28, 2003
------------------------------------                (Principal
Glenn M. Lohrmann                                   Accounting Officer) and Secretary

/s/ Mitchell J. Blutt
------------------------------------                Director                              August 28, 2003
Mitchell J. Blutt, M.D.

/s/ Edmond E. Charrette
------------------------------------                Director                              August 19, 2003
Edmond E. Charrette, M.D.

/s/ Thomas P. Cooper
------------------------------------                Director                              August 19, 2003
Thomas P. Cooper, M.D.

/s/ Eric Green
------------------------------------                Director                              August 28, 2003
Eric Green

/s/ C. Raymond Larkin, Jr.
------------------------------------                Director                              August 28, 2003
C. Raymond Larkin, Jr.

Risa J. Lavizzo-Mourey
------------------------------------                Director                              August 19, 2003
Risa J. Lavizzo-Mourey, M.D.

------------------------------------                Director
H.E. Thranhardt
6
EXHIBIT INDEX

Item 8. Exhibits.

Exhibit
Number         Description
-------        -----------

4(a)           2003 Non-Employee Directors' Stock Incentive Plan . (Filed
               herewith.)

5              Legal opinion, dated September 3, 2003, of Foley & Lardner,
               counsel to the Company, as to the legality of shares offered.
               (Filed herewith.)

23(a)          Consent of PricewaterhouseCoopers LLP (Filed herewith.)

23(b)          Consent of Foley & Lardner. (Included in Exhibit 5 hereto.)

24             Power of Attorney. (Included on signature page of this
               Registration Statement.)

                                       7