As filed with the Securities and Exchange Commission on October 16, 1997.

                                                       Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933


                            APPLE ORTHODONTIX, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                               74-2795193
     (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NUMBER)
        APPLE ORTHODONTIX, INC.
     2777 ALLEN PARKWAY, SUITE 700
            HOUSTON, TEXAS                               77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)


                            APPLE ORTHODONTIX, INC.
                         1996 STOCK COMPENSATION PLAN
                           (FULL TITLE OF THE PLAN)

                               MICHAEL W. HARLAN
                            APPLE ORTHODONTIX, INC.
                         2777 ALLEN PARKWAY, SUITE 700
                                HOUSTON, TEXAS
                                (713) 964-6882
            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT OF SERVICE)

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

                                  COPIES TO:

                                Richard S. Roth
                             Jackson Walker L.L.P.
                          1100 Louisiana, Suite 4200
                             Houston, Texas  77002

              APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                             PURSUANT TO THE PLAN:

    From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
   Title of                     Proposed Maximum     Proposed Maximum
Securities to be  Amount to be   Offering Price Per  Aggregate Offering     Amount of
  Registered       Registered        Share(1)            Price (1)       Registration Fee
------------------------------------------------------------------------------------------
<S>              <C>                 <C>                <C>                   <C>   
  Class A
Common Stock,
$.001 par value  980,000 shares      $14.75             $14,455,000           $4,381
------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1).

                                     1
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Apple Orthodontix, Inc. (the
"Company"), are incorporated herein by reference and made a part hereof: (i)
Prospectus dated May 22, 1997, filed with the Commission pursuant to Rule 424(b)
on May 23, 1997; (ii) the Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31 and June 30, 1997; and (iii) Registration Statement on
Form 8-A (No. 1-12977), effective as of May 14, 1997, and any amendments filed
thereto.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATION LAW

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may 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, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred

                                     2
<PAGE>
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, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
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 which 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, had reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may 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 or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' 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 and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
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 which the Court of Chancery or such other court
shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (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, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the

                                     3
<PAGE>
corporation as authorized in Section 145. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain 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, officer, employee or agent of
another corporation, 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 the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person.

CERTIFICATE OF INCORPORATION

     The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

BYLAWS

     The Bylaws of the Company provide that the Company will indemnify and hold
harmless any director or officer of the Company to the fullest extent permitted
by applicable law, as in effect as of the date of the adoption of the Bylaws or
to such greater extent as applicable law may thereafter

                                     4
<PAGE>
permit, from and against all losses, liabilities, claims, damages, judgments,
penalties, fines, amounts paid in settlement and expenses (including attorneys'
fees) whatsoever arising out of any event or occurrence related to the fact that
such person is or was a director or officer of the Company and further provide
that the Company may, but is not required to, indemnify and hold harmless any
employee or agent of the Company or a director, officer, employee or agent of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise who is or was serving in such capacity at the written
request of the Company; provided, however, that the Company is only required to
indemnify persons serving as directors, officers, employees or agents of the
Company for the expenses incurred in a proceeding if such person is a party to
and is successful, on the merits or otherwise, in such proceeding, or if
unsuccessful in the proceeding, but successful as to a matter in such
proceeding, the expenses attributable to such matter and provided further that
the Company may, but is not required to, indemnify such persons who are serving
as a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise at the written
request of the Company for the expenses incurred in a proceeding if such person
is a party to and is successful, on the merits or otherwise, in such proceeding.
The Bylaws further provide that, in the event of any threatened, or pending
action, suit or proceeding in which any of the persons referred to above is a
party or is involved and that may give rise to a right of indemnification under
the Bylaws, following written request by such person, the Company will promptly
pay to such person amounts to cover expenses reasonably incurred by such person
in such proceeding in advance of its final disposition upon the receipt by the
Company of (i) a written undertaking executed by or on behalf of such person
providing that such person will repay the advance if it is ultimately determined
that such person is not entitled to be indemnified by the Company as provided in
the Bylaws and (ii) satisfactory evidence as to the amount of such expenses.

UNDERWRITING AGREEMENT

     The Underwriting Agreement relating to the Company's initial public
offering provides for the indemnification of the directors and officers of the
Company in certain circumstances.

TRICAP PARTNERS, L.L.C. AGREEMENT

     The financial advisory consulting agreement in which the Company and TriCap
Partners, L.L.C. are parties provides for the indemnification of the directors
and officers of the Company in certain circumstances.

INSURANCE

     The Company intends to maintain liability insurance for the benefit of its
directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, as amended, and is therefore unenforceable.

                                     5
<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.     EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

    EXHIBIT NO.             DESCRIPTION OF EXHIBIT

     4.1    Restated Certificate of Incorporation.(1)

     4.2    Bylaws.(1)

     4.3    Form of certificate evidencing ownership of the Common Stock of
            Apple Orthodontix, Inc.(1)

     4.4    Form of Registration Rights Agreement.(1)

     4.5    Registration Rights Agreement Among Apple Orthodontix, Inc., John G.
            Vondrak, D.D.S. and TriCap Funding I, L.L.C.(1)

     4.6    Registration Rights Agreement between TriCap Partners, L.L.C. and 
            Apple Orthodontix, Inc.(1)

     5.1    Opinion of H. Steven Walton (2)

    23.1    Consent of Arthur Andersen, L.L.P.(2)

    23.2    Consent of H. Steven Walton (contained in Exhibit 5.1)

    24.1    Power of Attorney. (contained on the signature page of this 
            Registration Statement)

    99.1    Apple Orthodontix, Inc. 1996 Stock Compensation Plan.(2)

(1)   Previously filed as an exhibit to the Company's registration statement on
      Form S-1 (No. 333- 22785), and incorporated herein by reference.

(2)   Filed herewith.

                                     6
<PAGE>
ITEM   9.   UNDERTAKINGS.

      (a)   The Company hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
      that are incorporated by reference in this Registration Statement.

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

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

      (b) The Company hereby undertakes that, for purposes 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities

                                     7
<PAGE>
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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     8
<PAGE>
                                POWER OF ATTORNEY

      Each person whose signature appears below authorizes H. Steven Walton and
Michael W. Harlan, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments to this Registration
Statement necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in respect thereof, in connection
with the registration of the securities that are the subject of this
Registration Statement, which amendments may make such changes to such
Registration Statement as such attorney may deem appropriate.

                                SIGNATURE PAGE

      Pursuant to the requirements of the Securities Act of 1933, as amended,
Apple Orthodontix, Inc. 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 Houston, State of Texas, on October ___, 1997.

                                                   APPLE ORTHODONTIX, INC.


                                                By:  /S/ JOHN G. VONDRAK,D.D.S.
                                                         John G. Vondrak, D.D.S.
                                                       Chairman of the Board
                                                     and Chief Executive Officer

                                     9
<PAGE>
      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 October __, 1997.


         SIGNATURES                           TITLE

/s/ John G. Vondrak, D.D.S.         Chairman of the Board and
    John G. Vondrak, D.D.S.         Chief Executive Officer
                                    (Principal Executive Officer)

 /s/ Michael W. Harlan               Vice President and Chief
     Michael W. Harlan                  Financial Officer
                                    (Principal Financial and Accounting Officer)

/s/ W. Daniel Cook                           Director
    W. Daniel Cook           
                
/s/ William W. Sherrill                      Director
    William W. Sherrill
                   
/s/ Rod L. Crosby, Jr.                       Director
    Rod L. Crosby, Jr. 


/s/ Clyde C. Waddell, Jr.                    Director
    Clyde C. Waddell, Jr.

                                     10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24713}]
{"company-data": {"conformed-name": "APPLE ORTHODONTIX INC", "cik": "0001031176", "assigned-sic": "8000", "irs-number": "742795193", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38077", "film-number": "97697074"}, "business-address": {"street1": "ONE WEST LOOP SOUTH", "street2": "SUITE 100", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7139646882"}, "mail-address": {"street1": "ONE WEST LOOP SOUTH", "street2": "SUITE 100", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
As filed with the Securities and Exchange Commission on October 16, 1997.

                                                       Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                            APPLE ORTHODONTIX, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                               74-2795193
     (STATE OR OTHER JURISDICTION                  (I.R.S. EMPLOYER
   OF INCORPORATION OR ORGANIZATION)            IDENTIFICATION NUMBER)
        APPLE ORTHODONTIX, INC.
     2777 ALLEN PARKWAY, SUITE 700
            HOUSTON, TEXAS                               77019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)              (ZIP CODE)

                            APPLE ORTHODONTIX, INC.
                         1996 STOCK COMPENSATION PLAN
                           (FULL TITLE OF THE PLAN)

                               MICHAEL W. HARLAN
                            APPLE ORTHODONTIX, INC.
                         2777 ALLEN PARKWAY, SUITE 700
                                HOUSTON, TEXAS
                                (713) 964-6882
            (NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT OF SERVICE)

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

                                  COPIES TO:

                                Richard S. Roth
                             Jackson Walker L.L.P.
                          1100 Louisiana, Suite 4200
                             Houston, Texas  77002

              APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
                             PURSUANT TO THE PLAN:

    From time to time after this Registration Statement becomes effective.

                        CALCULATION OF REGISTRATION FEE
Title of                     Proposed Maximum     Proposed Maximum
Securities to be  Amount to be   Offering Price Per  Aggregate Offering     Amount of
  Registered       Registered        Share(1)            Price (1)       Registration Fee
------------------------------------------------------------------------------------------
Class A
Common Stock,
$.001 par value  980,000 shares      $14.75             $14,455,000           $4,381
------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(h)(1).

                                     1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by Apple Orthodontix, Inc. (the
"Company"), are incorporated herein by reference and made a part hereof: (i)
Prospectus dated May 22, 1997, filed with the Commission pursuant to Rule 424(b)
on May 23, 1997; (ii) the Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31 and June 30, 1997; and (iii) Registration Statement on
Form 8-A (No. 1-12977), effective as of May 14, 1997, and any amendments filed
thereto.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof from the date of
filing of such documents.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

DELAWARE GENERAL CORPORATION LAW

     Section 145(a) of the General Corporation Law of the State of Delaware (the
"DGCL") provides that a corporation may 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, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement actually and reasonably
incurred

                                     2
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, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
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 which 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, had reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may 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 or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' 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 and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
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 which the Court of Chancery or such other court
shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) of Section 145 (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, officer, employee or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth in subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (2) if such a quorum is
not obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (3) by the
stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the

                                     3
corporation as authorized in Section 145. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the power
to purchase and maintain 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, officer, employee or agent of
another corporation, 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 the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent, and shall inure to the
benefit of the heirs, executors and administrators of such a person.

CERTIFICATE OF INCORPORATION

     The Restated Certificate of Incorporation of the Company provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit. If the DGCL is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the Company, in addition to the limitation on
personal liability described above, shall be limited to the fullest extent
permitted by the amended DGCL. Further, any repeal or modification of such
provision of the Restated Certificate of Incorporation by the stockholders of
the Company shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Company existing at
the time of such repeal or modification.

BYLAWS

     The Bylaws of the Company provide that the Company will indemnify and hold
harmless any director or officer of the Company to the fullest extent permitted
by applicable law, as in effect as of the date of the adoption of the Bylaws or
to such greater extent as applicable law may thereafter

                                     4
permit, from and against all losses, liabilities, claims, damages, judgments,
penalties, fines, amounts paid in settlement and expenses (including attorneys'
fees) whatsoever arising out of any event or occurrence related to the fact that
such person is or was a director or officer of the Company and further provide
that the Company may, but is not required to, indemnify and hold harmless any
employee or agent of the Company or a director, officer, employee or agent of
any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise who is or was serving in such capacity at the written
request of the Company; provided, however, that the Company is only required to
indemnify persons serving as directors, officers, employees or agents of the
Company for the expenses incurred in a proceeding if such person is a party to
and is successful, on the merits or otherwise, in such proceeding, or if
unsuccessful in the proceeding, but successful as to a matter in such
proceeding, the expenses attributable to such matter and provided further that
the Company may, but is not required to, indemnify such persons who are serving
as a director, officer, employee or agent of any other corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise at the written
request of the Company for the expenses incurred in a proceeding if such person
is a party to and is successful, on the merits or otherwise, in such proceeding.
The Bylaws further provide that, in the event of any threatened, or pending
action, suit or proceeding in which any of the persons referred to above is a
party or is involved and that may give rise to a right of indemnification under
the Bylaws, following written request by such person, the Company will promptly
pay to such person amounts to cover expenses reasonably incurred by such person
in such proceeding in advance of its final disposition upon the receipt by the
Company of (i) a written undertaking executed by or on behalf of such person
providing that such person will repay the advance if it is ultimately determined
that such person is not entitled to be indemnified by the Company as provided in
the Bylaws and (ii) satisfactory evidence as to the amount of such expenses.

UNDERWRITING AGREEMENT

     The Underwriting Agreement relating to the Company's initial public
offering provides for the indemnification of the directors and officers of the
Company in certain circumstances.

TRICAP PARTNERS, L.L.C. AGREEMENT

     The financial advisory consulting agreement in which the Company and TriCap
Partners, L.L.C. are parties provides for the indemnification of the directors
and officers of the Company in certain circumstances.

INSURANCE

     The Company intends to maintain liability insurance for the benefit of its
directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing provisions, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act, as amended, and is therefore unenforceable.

                                     5
ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.     EXHIBITS.

         The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.

    EXHIBIT NO.             DESCRIPTION OF EXHIBIT

     4.1    Restated Certificate of Incorporation.(1)

     4.2    Bylaws.(1)

     4.3    Form of certificate evidencing ownership of the Common Stock of
            Apple Orthodontix, Inc.(1)

     4.4    Form of Registration Rights Agreement.(1)

     4.5    Registration Rights Agreement Among Apple Orthodontix, Inc., John G.
            Vondrak, D.D.S. and TriCap Funding I, L.L.C.(1)

     4.6    Registration Rights Agreement between TriCap Partners, L.L.C. and 
            Apple Orthodontix, Inc.(1)

     5.1    Opinion of H. Steven Walton (2)

    23.1    Consent of Arthur Andersen, L.L.P.(2)

    23.2    Consent of H. Steven Walton (contained in Exhibit 5.1)

    24.1    Power of Attorney. (contained on the signature page of this 
            Registration Statement)

    99.1    Apple Orthodontix, Inc. 1996 Stock Compensation Plan.(2)

(1)   Previously filed as an exhibit to the Company's registration statement on
      Form S-1 (No. 333- 22785), and incorporated herein by reference.

(2)   Filed herewith.

                                     6
ITEM   9.   UNDERTAKINGS.

      (a)   The Company hereby undertakes:

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

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

                  (ii) To reflect in the prospectus any facts or events arising
            after the effective date of the registration statement (or the most
            recent post-effective amendment thereof) which, individually or in
            the aggregate, represent a fundamental change in the information set
            forth in the registration statement. Notwithstanding the foregoing,
            any increase or decrease in volume of securities offered (if the
            total dollar value of securities offered would not exceed that which
            was registered) and any deviation from the low or high end of the
            estimated maximum offering range may be reflected in the form of
            prospectus filed with the Commission pursuant to Rule 424(b) if, in
            the aggregate, the changes in volume and price represent no more
            than a 20% change in the maximum aggregate offering price set forth
            in the "Calculation of Registration Fee" table in the effective
            registration statement;

                  (iii) To include any material information with respect to the
            plan of distribution not previously disclosed in this Registration
            Statement or any material change to such information in this
            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 Company pursuant to Section 13 or Section 15(d) of the Exchange Act
      that are incorporated by reference in this Registration Statement.

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

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

      (b) The Company hereby undertakes that, for purposes 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 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act), that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities

                                     7
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 may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

                                     8
POWER OF ATTORNEY

      Each person whose signature appears below authorizes H. Steven Walton and
Michael W. Harlan, and each of them, each of whom may act without joinder of the
other, to execute in the name of each such person who is then an officer or
director of the Registrant, and to file any amendments to this Registration
Statement necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in respect thereof, in connection
with the registration of the securities that are the subject of this
Registration Statement, which amendments may make such changes to such
Registration Statement as such attorney may deem appropriate.

                                SIGNATURE PAGE

      Pursuant to the requirements of the Securities Act of 1933, as amended,
Apple Orthodontix, Inc. 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 Houston, State of Texas, on October ___, 1997.

                                                   APPLE ORTHODONTIX, INC.

                                                By:  /S/ JOHN G. VONDRAK,D.D.S.
                                                         John G. Vondrak, D.D.S.
                                                       Chairman of the Board
                                                     and Chief Executive Officer

                                     9
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 October __, 1997.

         SIGNATURES                           TITLE

/s/ John G. Vondrak, D.D.S.         Chairman of the Board and
    John G. Vondrak, D.D.S.         Chief Executive Officer
                                    (Principal Executive Officer)

 /s/ Michael W. Harlan               Vice President and Chief
     Michael W. Harlan                  Financial Officer
                                    (Principal Financial and Accounting Officer)

/s/ W. Daniel Cook                           Director
    W. Daniel Cook           
                
/s/ William W. Sherrill                      Director
    William W. Sherrill
                   
/s/ Rod L. Crosby, Jr.                       Director
    Rod L. Crosby, Jr. 

/s/ Clyde C. Waddell, Jr.                    Director
    Clyde C. Waddell, Jr.

                                     10