<PAGE>   1

    As filed with the Securities and Exchange Commission on September 28, 1994
                                                   Registration No. 33-
================================================================================
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________
                          CORAM HEALTHCARE CORPORATION
             (Exact name of registrant as specified in its charter)
<TABLE>
<S>                                                                     <C>
         DELAWARE                                                                  33-0615337
(State or other jurisdiction                                            (IRS Employer Identification No.)
of incorporation or organization)
</TABLE>
           4675 MACARTHUR COURT, SUITE 1250, NEWPORT BEACH, CA 92660
             (Address of principal executive offices)    (Zip Code)
                            ________________________
                          CORAM HEALTHCARE CORPORATION
                     1994 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                              HEALTHINFUSION, INC.
                           (Full title of the plans)
                            _______________________
                                JAMES M. SWEENEY
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          CORAM HEALTHCARE CORPORATION
           4675 MACARTHUR COURT, SUITE 1250, NEWPORT BEACH, CA 92660
                    (Name and address of agent for service)
                                 (714) 955-8776
         (Telephone number, including area code, of agent for service)
                            ________________________
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                          Proposed           Proposed
  Title of                                                 Maximum           Maximum
 Securities                           Amount              Offering          Aggregate            Amount of
    to be                             to be                 Price            Offering           Registration
 Registered                       Registered(1)         per Share(2)         Price(2)               Fee     
 ----------                       -------------         ------------        ----------         -------------
<S>                                <C>                   <C>           <C>                        <C>
Options to Purchase                      
Common Stock :
1994 Stock Option/                 7,600,000                 N/A                    N/A                   N/A
Stock Issuance Plan
HealthInfusion, Inc.                 289,779                 N/A                    N/A                   N/A
Amended and Restated Stock           
Option Plan                        
Common Stock,
$0.001 par value
1994 Stock Option/                  7,600,000            $18.3125(2)      $139,175,000.00(2)       $47,991.38
Stock Issuance Plan                 
Employee Stock Purchase Plan          300,000            $18.3125(2)        $5,493,750.00(2)        $1,894.40
HealthInfusion, Inc.                  289,779              $13.77(3)        $3,990,256.83(3)        $1,375.95
Amended and Restated Stock
Option Plan                          
                                                                 Aggregate Registration Fee        $51,261.73    
                                                                                                   ==========
==============================================================================================================
</TABLE>
(1)      This Registration Statement shall also cover any additional
         shares of Common Stock which become issuable under the 1994 Stock
         Option/Stock Issuance Plan, the Employee Stock Purchase Plan and the
         HealthInfusion, Inc. Amended and Restated Stock Option Plan by
         reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration
         which results in an increase in the number of the Registrant's
         outstanding shares of Common Stock.
(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of the
         Registrant on September 23, 1994 as reported by the New York Stock
         Exchange.
(3)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the weighted 
         average exercise price of the outstanding options.
<PAGE>   2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                 Coram Healthcare Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

         (a)     The Registrant's Current Report on Form 8-K, filed September
                 14, 1994.

         (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended June 30, 1994.

         (c)     The Registrant's Current Report on Form 8-K, filed July 15,
                 1994.

         (d)     (1)  The following documents previously filed with the
                      Commission by the Registrant's subsidiary T2 Medical,
                      Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended September 30, 1993;

                      (ii) Amendment to Annual Report on Form 10-K/A filed
                           with the Commission on January 28, 1994;

                     (iii) Quarterly Report on Form 10-Q for the fiscal
                           quarter ended December 31, 1993; and

                      (iv) Quarterly Report on Form 10-Q for the fiscal 
                           quarter ended March 31, 1994.

                 (2)  The following documents previously filed with the
                      Commission by the Registrant's subsidiary
                      HealthInfusion, Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended December 31, 1993; and

                      (ii) Quarterly Report on Form 10-Q for the fiscal
                           quarter ended March 31, 1994.
                                                        
                  (3) The following documents previously filed with the
                      Commission by the Registrant's subsidiary Medisys,
                      Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended December 31, 1993; and
                                                  
                      (ii) Quarterly Report on Form 10-Q for the fiscal
                           quarter ended March 31, 1994.
                                                        
                   (4) The following documents previously filed with the
                       Commission by the Registrant's subsidiary Curaflex
                       Health Services, Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended December 31, 1993; and

                     (ii) Quarterly Report on Form 10-Q for the fiscal
                          quarter ended March 31, 1994.

            (e)    (1) The Registrant's Proxy Statement filed with the
                       Commission on June 3, 1994 pursuant to Section 14(a)
                       of the Securities and Exchange Act of 1934 (the "1934
                       Act") in connection with the Registrant's
                       Registration Statement No. 33-53957 on Form S-4, as
                       amended by Post-Effective Amendments Numbers 1, 2 and
                       3 filed with the Commission on June 7, 1994, June 17,
                       1994 and August 12, 1994, respectively, in which





BPHPA1\MMR\0069413.01
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<PAGE>   3
         there is described the terms, rights and provisions applicable to the
         Registrant's outstanding Common Stock.

                 All reports and definitive proxy or information statements of
Registrant filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.


Item 4.  Description of Securities

                 Not applicable.


Item 5.   Interests of Named Experts and Counsel

                 Not applicable.


Item 6.  Indemnification of Directors and Officers

                 As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

                 The Registrant's Bylaws provide that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the Registrant against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith to the fullest extent
authorized by the Delaware General Corporation Law.


Item 7.  Exemption from Registration Claimed

                 Not Applicable.


Item 8.  Exhibits

<TABLE>
<CAPTION>
 Exhibit Number      Exhibit
 --------------      -------

    <S>              <C>
     5               Opinion and Consent of Brobeck, Phleger & Harrison.
    23.1             Consent of Independent Auditors - Deloitte & Touche LLP.
    23.2             Consent of Independent Auditors - KPMG Peat Marwick LLP.
    23.3             Consent of Independent Auditors - Arthur Andersen LLP.
    23.4             Consent of Independent Auditors - Coopers & Lybrand L.L.P.
    23.5             Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             1994 Stock Option/Stock Issuance Plan.
    99.2             Notice of Grant of Stock Option and Stock Option Agreement (Discretionary Option  Grant Program).
    99.3             Addendum to Stock Option Agreement (Special Tax Elections).
    99.4             Addendum to Stock Option Agreement (Involuntary Termination following Change in Control).
    99.5             Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.6             Addendum to Stock Option Agreement (Financial Assistance).

</TABLE>




BPHPA1\MMR\0069413.01
08/11/94                                                              II-2.
<PAGE>   4
<TABLE>
    <S>              <C>
    99.7             Notice of Grant of Stock Option and Stock Option Agreement (Automatic Option Grant Program).
    99.8             Stock Option Agreement - James M. Sweeney.
    99.9             Stock Option Agreement - Charles A. Laverty.
    99.10            Stock Option Agreement - Tommy H. Carter.
    99.11            Stock Issuance Agreement.
    99.12            Addendum to Stock Issuance Agreement (Special Tax Elections).
    99.13            Addendum to Stock Issuance Agreement (Involuntary Termination following Change in Control).
    99.14            Employee Stock Purchase Plan.
    99.15            Stock Purchase Agreement.
    99.16            Enrollment Form.
    99.17            HealthInfusion, Inc. Amended and Restated Stock Option
                     Plan - Incorporated by reference to Exhibit 10.21 to the 
                     Registration Statement Number 33-44020 on Form S-8 filed
                     with the Commission on November 21, 1991 by
                     HealthInfusion, Inc.
    99.18            Form of Stock Option Assumption Agreement for Options
                     issued pursuant to the HealthInfusion, Inc. Amended 
                     and Restated Stock Option Plan.
</TABLE>

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, as
amended (the "1933 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, 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 clauses (1)(i) and (1)(ii)
shall 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 1934 Act that are
incorporated by reference into the Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and
(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
Registrant's 1994 Stock Option/Stock Issuance Plan, Employee Stock Purchase
Plan and the HealthInfusion, Inc. Amended and Restated Stock Option Plan.

                     B.    The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the 1933 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 1933
Act, and will be governed by the final adjudication of such issue.





BPHPA1\MMR\0069413.01
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<PAGE>   5
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ontario, State of California, on this
14th of September 1994.

                                        Coram Healthcare Corporation

                                        By /s/James M. Sweeney 
                                           ----------------------------------
                                              James M. Sweeney
                                              Chief Executive Officer and
                                              Chairman of the Board of
                                              Directors


                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                 That the undersigned officers and directors of Coram
Healthcare Corporation, a Delaware corporation, do hereby constitute and
appoint James M. Sweeney and Sam R. Leno, and each of them, the lawful
attorneys and agents, with full power and authority to do any and all acts and
things and to execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Commission in connection
with this Registration Statement.  Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

                 IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

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


<TABLE>
<CAPTION>
Signatures                                      Title                                         Date
- ----------                                      -----                                         ----

<S>                                             <C>                                           <C>


/s/James M. Sweeney                             Chief Executive Officer                       September 14, 1994
- ----------------------------------              and Chairman of the Board
James M. Sweeney                                of Directors (Principal
                                                Executive Officer)



/s/Sam R. Leno                                  Chief Financial Officer                       September 14, 1994
- ----------------------------------              (Principal Financial and
Sam R. Leno                                     Accounting Officer)


</TABLE>



BPHPA1\MMR\0069413.01
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<PAGE>   6
<TABLE>
<CAPTION>
Signatures                                      Title                                         Date
- ----------                                      -----                                         ----

<S>                                             <C>                                           <C>

/s/Tommy H. Carter                              Vice Chairman of the                          September 14, 1994
- ----------------------------------              Board of Directors                                                             
Tommy H. Carter                                 



/s/Miles E. Gilman                              Director                                      September 14, 1994
- ----------------------------------                                                                           
Miles E. Gilman



/s/Charles A. Laverty                           Director                                      September 14, 1994
- ----------------------------------                                                                           
Charles A. Laverty


/s/L. Peter Smith                               Director                                      September 14, 1994
- ----------------------------------                                                                           
L. Peter Smith



/s/Richard A. Fink                              Director                                      September 14, 1994
- ----------------------------------                                                                           
Richard A. Fink



/s/Stephen G. Pagliuca                          Director                                      September 14, 1994
- ----------------------------------                                                                           
Stephen G. Pagliuca



</TABLE>


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08/11/94                                                              II-5.
<PAGE>   7

                      SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.

                                   EXHIBITS

                                      TO

                                   FORM S-8

                                    UNDER

                            SECURITIES ACT OF 1933

                         CORAM HEALTHCARE CORPORATION
<PAGE>   8

                                EXHIBIT INDEX

<TABLE>
<CAPTION>
 Exhibit Number      Exhibit
 --------------      -------

    <S>              <C>
     5               Opinion and Consent of Brobeck, Phleger & Harrison.
    23.1             Consent of Independent Auditors - Deloitte & Touche LLP.
    23.2             Consent of Independent Auditors - KPMG Peat Marwick LLP.
    23.3             Consent of Independent Auditors - Arthur Andersen LLP.
    23.4             Consent of Independent Auditors - Coopers & Lybrand L.L.P.
    23.5             Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             1994 Stock Option/Stock Issuance Plan.
    99.2             Notice of Grant of Stock Option and Stock Option Agreement (Discretionary Option  Grant Program).
    99.3             Addendum to Stock Option Agreement (Special Tax Elections).
    99.4             Addendum to Stock Option Agreement (Involuntary Termination following Change in Control).
    99.5             Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.6             Addendum to Stock Option Agreement (Financial Assistance).
    99.7             Notice of Grant of Stock Option and Stock Option Agreement (Automatic Option Grant Program).
    99.8             Stock Option Agreement - James M. Sweeney.
    99.9             Stock Option Agreement - Charles A. Laverty.
    99.10            Stock Option Agreement - Tommy H. Carter.
    99.11            Stock Issuance Agreement.
    99.12            Addendum to Stock Issuance Agreement (Special Tax Elections).
    99.13            Addendum to Stock Issuance Agreement (Involuntary Termination following Change in Control).
    99.14            Employee Stock Purchase Plan.
    99.15            Stock Purchase Agreement.
    99.16            Enrollment Form.
    99.17            HealthInfusion, Inc. Amended and Restated Stock Option
                     Plan - Incorporated by reference to Exhibit 10.21 to the 
                     Registration Statement Number 33-44020 on Form S-8 filed
                     with the Commission on November 21, 1991 by
                     HealthInfusion, Inc.
    99.18            Form of Stock Option Assumption Agreement for Options
                     issued pursuant to the HealthInfusion, Inc. Amended 
                     and Restated Stock Option Plan.

</TABLE>




BPHPA1\MMR\0069413.01
08/11/94                                                              II-2.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR CORAM HEALTHCARE CORPORATION", "secsgml_size_bytes": 25542}]
{"company-data": {"conformed-name": "CORAM HEALTHCARE CORP", "cik": "0000924174", "assigned-sic": "8082", "irs-number": "330615337", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55657", "film-number": "94550762"}, "business-address": {"street1": "4675 MACARTHUR CT STE 1250", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "mail-address": {"street1": "ONE LAKESHORE CENTRE", "street2": "3281 GUASTI ROAD SUITE 700", "city": "ONTARIO", "state": "CA", "zip": "91761"}}
1

    As filed with the Securities and Exchange Commission on September 28, 1994
                                                   Registration No. 33-
================================================================================
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            _______________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________
                          CORAM HEALTHCARE CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                                  33-0615337
(State or other jurisdiction                                            (IRS Employer Identification No.)
of incorporation or organization)
4675 MACARTHUR COURT, SUITE 1250, NEWPORT BEACH, CA 92660
             (Address of principal executive offices)    (Zip Code)
                            ________________________
                          CORAM HEALTHCARE CORPORATION
                     1994 STOCK OPTION/STOCK ISSUANCE PLAN
                          EMPLOYEE STOCK PURCHASE PLAN
                              HEALTHINFUSION, INC.
                           (Full title of the plans)
                            _______________________
                                JAMES M. SWEENEY
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                          CORAM HEALTHCARE CORPORATION
           4675 MACARTHUR COURT, SUITE 1250, NEWPORT BEACH, CA 92660
                    (Name and address of agent for service)
                                 (714) 955-8776
         (Telephone number, including area code, of agent for service)
                            ________________________
                        CALCULATION OF REGISTRATION FEE
Proposed           Proposed
  Title of                                                 Maximum           Maximum
 Securities                           Amount              Offering          Aggregate            Amount of
    to be                             to be                 Price            Offering           Registration
 Registered                       Registered(1)         per Share(2)         Price(2)               Fee     
 ----------                       -------------         ------------        ----------         -------------
Options to Purchase                      
Common Stock :
1994 Stock Option/                 7,600,000                 N/A                    N/A                   N/A
Stock Issuance Plan
HealthInfusion, Inc.                 289,779                 N/A                    N/A                   N/A
Amended and Restated Stock           
Option Plan                        
Common Stock,
$0.001 par value
1994 Stock Option/                  7,600,000            $18.3125(2)      $139,175,000.00(2)       $47,991.38
Stock Issuance Plan                 
Employee Stock Purchase Plan          300,000            $18.3125(2)        $5,493,750.00(2)        $1,894.40
HealthInfusion, Inc.                  289,779              $13.77(3)        $3,990,256.83(3)        $1,375.95
Amended and Restated Stock
Option Plan                          
                                                                 Aggregate Registration Fee        $51,261.73    
                                                                                                   ==========
==============================================================================================================
(1)      This Registration Statement shall also cover any additional
         shares of Common Stock which become issuable under the 1994 Stock
         Option/Stock Issuance Plan, the Employee Stock Purchase Plan and the
         HealthInfusion, Inc. Amended and Restated Stock Option Plan by
         reason of any stock dividend, stock split, recapitalization or other
         similar transaction effected without the receipt of consideration
         which results in an increase in the number of the Registrant's
         outstanding shares of Common Stock.
(2)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the average of
         the high and low selling prices per share of Common Stock of the
         Registrant on September 23, 1994 as reported by the New York Stock
         Exchange.
(3)      Calculated solely for purposes of this offering under Rule 457(h) of
         the Securities Act of 1933, as amended, on the basis of the weighted 
         average exercise price of the outstanding options.
2
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

                 Coram Healthcare Corporation (the "Registrant") hereby
incorporates by reference into this Registration Statement the following
documents previously filed with the Securities and Exchange Commission (the
"Commission"):

         (a)     The Registrant's Current Report on Form 8-K, filed September
                 14, 1994.

         (b)     The Registrant's Quarterly Report on Form 10-Q for the fiscal
                 quarter ended June 30, 1994.

         (c)     The Registrant's Current Report on Form 8-K, filed July 15,
                 1994.

         (d)     (1)  The following documents previously filed with the
                      Commission by the Registrant's subsidiary T2 Medical,
                      Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended September 30, 1993;

                      (ii) Amendment to Annual Report on Form 10-K/A filed
                           with the Commission on January 28, 1994;

                     (iii) Quarterly Report on Form 10-Q for the fiscal
                           quarter ended December 31, 1993; and

                      (iv) Quarterly Report on Form 10-Q for the fiscal 
                           quarter ended March 31, 1994.

                 (2)  The following documents previously filed with the
                      Commission by the Registrant's subsidiary
                      HealthInfusion, Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended December 31, 1993; and

                      (ii) Quarterly Report on Form 10-Q for the fiscal
                           quarter ended March 31, 1994.
                                                        
                  (3) The following documents previously filed with the
                      Commission by the Registrant's subsidiary Medisys,
                      Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended December 31, 1993; and
                                                  
                      (ii) Quarterly Report on Form 10-Q for the fiscal
                           quarter ended March 31, 1994.
                                                        
                   (4) The following documents previously filed with the
                       Commission by the Registrant's subsidiary Curaflex
                       Health Services, Inc.:

                      (i) Annual Report on Form 10-K for the fiscal year
                          ended December 31, 1993; and

                     (ii) Quarterly Report on Form 10-Q for the fiscal
                          quarter ended March 31, 1994.

            (e)    (1) The Registrant's Proxy Statement filed with the
                       Commission on June 3, 1994 pursuant to Section 14(a)
                       of the Securities and Exchange Act of 1934 (the "1934
                       Act") in connection with the Registrant's
                       Registration Statement No. 33-53957 on Form S-4, as
                       amended by Post-Effective Amendments Numbers 1, 2 and
                       3 filed with the Commission on June 7, 1994, June 17,
                       1994 and August 12, 1994, respectively, in which

BPHPA1\MMR\0069413.01
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3
         there is described the terms, rights and provisions applicable to the
         Registrant's outstanding Common Stock.

                 All reports and definitive proxy or information statements of
Registrant filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 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 securities then remaining unsold shall
be deemed to be incorporated by reference into this Registration Statement and
to be a part hereof from the date of filing of such documents.

Item 4.  Description of Securities

                 Not applicable.

Item 5.   Interests of Named Experts and Counsel

                 Not applicable.

Item 6.  Indemnification of Directors and Officers

                 As permitted by the Delaware General Corporation Law, the
Registrant's Certificate of Incorporation eliminates the liability of directors
to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except to the extent otherwise required by the
Delaware General Corporation Law.

                 The Registrant's Bylaws provide that the Registrant will
indemnify each person who was or is made a party to any proceeding by reason of
the fact that such person is or was a director, officer, employee or agent of
the Registrant against all expense, liability and loss reasonably incurred or
suffered by such person in connection therewith to the fullest extent
authorized by the Delaware General Corporation Law.

Item 7.  Exemption from Registration Claimed

                 Not Applicable.

Item 8.  Exhibits
Exhibit Number      Exhibit
 --------------      -------
5               Opinion and Consent of Brobeck, Phleger & Harrison.
    23.1             Consent of Independent Auditors - Deloitte & Touche LLP.
    23.2             Consent of Independent Auditors - KPMG Peat Marwick LLP.
    23.3             Consent of Independent Auditors - Arthur Andersen LLP.
    23.4             Consent of Independent Auditors - Coopers & Lybrand L.L.P.
    23.5             Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             1994 Stock Option/Stock Issuance Plan.
    99.2             Notice of Grant of Stock Option and Stock Option Agreement (Discretionary Option  Grant Program).
    99.3             Addendum to Stock Option Agreement (Special Tax Elections).
    99.4             Addendum to Stock Option Agreement (Involuntary Termination following Change in Control).
    99.5             Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.6             Addendum to Stock Option Agreement (Financial Assistance).
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4
99.7             Notice of Grant of Stock Option and Stock Option Agreement (Automatic Option Grant Program).
    99.8             Stock Option Agreement - James M. Sweeney.
    99.9             Stock Option Agreement - Charles A. Laverty.
    99.10            Stock Option Agreement - Tommy H. Carter.
    99.11            Stock Issuance Agreement.
    99.12            Addendum to Stock Issuance Agreement (Special Tax Elections).
    99.13            Addendum to Stock Issuance Agreement (Involuntary Termination following Change in Control).
    99.14            Employee Stock Purchase Plan.
    99.15            Stock Purchase Agreement.
    99.16            Enrollment Form.
    99.17            HealthInfusion, Inc. Amended and Restated Stock Option
                     Plan - Incorporated by reference to Exhibit 10.21 to the 
                     Registration Statement Number 33-44020 on Form S-8 filed
                     with the Commission on November 21, 1991 by
                     HealthInfusion, Inc.
    99.18            Form of Stock Option Assumption Agreement for Options
                     issued pursuant to the HealthInfusion, Inc. Amended 
                     and Restated Stock Option Plan.
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, as
amended (the "1933 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, 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 clauses (1)(i) and (1)(ii)
shall 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 1934 Act that are
incorporated by reference into the Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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; and
(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
Registrant's 1994 Stock Option/Stock Issuance Plan, Employee Stock Purchase
Plan and the HealthInfusion, Inc. Amended and Restated Stock Option Plan.

                     B.    The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the 1933 Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the 1934 Act that is incorporated by reference into 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 1933 Act may be permitted to directors, officers or controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the 1933 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 1933
Act, and will be governed by the final adjudication of such issue.

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5
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Ontario, State of California, on this
14th of September 1994.

                                        Coram Healthcare Corporation

                                        By /s/James M. Sweeney 
                                           ----------------------------------
                                              James M. Sweeney
                                              Chief Executive Officer and
                                              Chairman of the Board of
                                              Directors

                               POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

                 That the undersigned officers and directors of Coram
Healthcare Corporation, a Delaware corporation, do hereby constitute and
appoint James M. Sweeney and Sam R. Leno, and each of them, the lawful
attorneys and agents, with full power and authority to do any and all acts and
things and to execute any and all instruments which said attorneys and agents,
and any one of them, determine may be necessary or advisable or required to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Commission in connection
with this Registration Statement.  Without limiting the generality of the
foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.  This Power of Attorney may be signed in several
counterparts.

                 IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.

                 Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures                                      Title                                         Date
- ----------                                      -----                                         ----
/s/James M. Sweeney                             Chief Executive Officer                       September 14, 1994
- ----------------------------------              and Chairman of the Board
James M. Sweeney                                of Directors (Principal
                                                Executive Officer)

/s/Sam R. Leno                                  Chief Financial Officer                       September 14, 1994
- ----------------------------------              (Principal Financial and
Sam R. Leno                                     Accounting Officer)
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6
Signatures                                      Title                                         Date
- ----------                                      -----                                         ----
/s/Tommy H. Carter                              Vice Chairman of the                          September 14, 1994
- ----------------------------------              Board of Directors                                                             
Tommy H. Carter                                 

/s/Miles E. Gilman                              Director                                      September 14, 1994
- ----------------------------------                                                                           
Miles E. Gilman

/s/Charles A. Laverty                           Director                                      September 14, 1994
- ----------------------------------                                                                           
Charles A. Laverty

/s/L. Peter Smith                               Director                                      September 14, 1994
- ----------------------------------                                                                           
L. Peter Smith

/s/Richard A. Fink                              Director                                      September 14, 1994
- ----------------------------------                                                                           
Richard A. Fink

/s/Stephen G. Pagliuca                          Director                                      September 14, 1994
- ----------------------------------                                                                           
Stephen G. Pagliuca
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                      SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.

                                   EXHIBITS

                                      TO

                                   FORM S-8

                                    UNDER

                            SECURITIES ACT OF 1933

                         CORAM HEALTHCARE CORPORATION
8

                                EXHIBIT INDEX
Exhibit Number      Exhibit
 --------------      -------
5               Opinion and Consent of Brobeck, Phleger & Harrison.
    23.1             Consent of Independent Auditors - Deloitte & Touche LLP.
    23.2             Consent of Independent Auditors - KPMG Peat Marwick LLP.
    23.3             Consent of Independent Auditors - Arthur Andersen LLP.
    23.4             Consent of Independent Auditors - Coopers & Lybrand L.L.P.
    23.5             Consent of Brobeck, Phleger & Harrison is contained in Exhibit 5.
    24               Power of Attorney.  Reference is made to page II-4 of this Registration Statement.
    99.1             1994 Stock Option/Stock Issuance Plan.
    99.2             Notice of Grant of Stock Option and Stock Option Agreement (Discretionary Option  Grant Program).
    99.3             Addendum to Stock Option Agreement (Special Tax Elections).
    99.4             Addendum to Stock Option Agreement (Involuntary Termination following Change in Control).
    99.5             Addendum to Stock Option Agreement (Limited Stock Appreciation Right).
    99.6             Addendum to Stock Option Agreement (Financial Assistance).
    99.7             Notice of Grant of Stock Option and Stock Option Agreement (Automatic Option Grant Program).
    99.8             Stock Option Agreement - James M. Sweeney.
    99.9             Stock Option Agreement - Charles A. Laverty.
    99.10            Stock Option Agreement - Tommy H. Carter.
    99.11            Stock Issuance Agreement.
    99.12            Addendum to Stock Issuance Agreement (Special Tax Elections).
    99.13            Addendum to Stock Issuance Agreement (Involuntary Termination following Change in Control).
    99.14            Employee Stock Purchase Plan.
    99.15            Stock Purchase Agreement.
    99.16            Enrollment Form.
    99.17            HealthInfusion, Inc. Amended and Restated Stock Option
                     Plan - Incorporated by reference to Exhibit 10.21 to the 
                     Registration Statement Number 33-44020 on Form S-8 filed
                     with the Commission on November 21, 1991 by
                     HealthInfusion, Inc.
    99.18            Form of Stock Option Assumption Agreement for Options
                     issued pursuant to the HealthInfusion, Inc. Amended 
                     and Restated Stock Option Plan.
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