As filed with the Securities and Exchange Commission on February 17, 1998.

                                                     Registration No. 333-_____


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                             HENLEY HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)


              TEXAS                                             76-0335587
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                           Identification No.)

                            120 INDUSTRIAL BOULEVARD
                             SUGAR LAND, TEXAS 77478
                    (Address of Principal Executive Offices)


                             HENLEY HEALTHCARE, INC.
                         1996 INCENTIVE STOCK PLAN; AND

                             HENLEY HEALTHCARE, INC.
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)


Name, Address and Telephone                           Copy of Communications to:
Number of Agent for Service:

    MICHAEL M. BARBOUR                                  ROBERT G. REEDY
 HENLEY HEALTHCARE, INC.                            PORTER & HEDGES, L.L.P.
 120 INDUSTRIAL BOULEVARD                      700 LOUISIANA STREET, SUITE 3500
 SUGAR LAND, TEXAS 77478                           HOUSTON, TEXAS 77002-2370
     (281) 276-7000                                    (713) 226-0600
                                 

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                           PROPOSED MAXIMUM        PROPOSED
                                           AMOUNT TO           OFFERING        MAXIMUM AGGREGATE      AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED    BE REGISTERED    PRICE PER SHARE(1)   OFFERING PRICE(2)  REGISTRATION FEE

<S>                                        <C>                 <C>                <C>                  <C>   
Common Stock, par value $.01 per share     1,450,000           $5.5            $7,975,000           $2,353
====================================================================================================================
</TABLE>

(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plans.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low sale prices for the Common
         Stock on The Nasdaq SmallCap Market on February 13, 1998, $5.5.
         Pursuant to Rule 457(h), the registration fee is calculated with
         respect to the maximum number of the registrant's securities issuable
         under the Plans.

                                       -1-
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents of the following documents filed by Henley Healthcare,
Inc., a Texas corporation (the "Company" or "Registrant"), with the Securities
and Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:

         (i)   the Company's annual report on Form 10-KSB for the year ended
               December 31, 1996 (as filed on March 31, 1997), as amended by the
               Company's Form 10-KSB/A (as filed on April 29, 1997);

         (ii)  the Company's quarterly reports on Form 10-QSB for the quarters
               ended March 31, 1997 (as filed on May 15, 1997), June 30, 1997
               (as filed on August 14, 1997), and September 30, 1997 (as filed
               on November 14, 1997); and

         (iii) the Company's Current Report on Form 8-K filed on October 15,
               1997, as amended by the Form 8-K/A filed on December 15, 1997,
               and Current Report on 8-K filed on October 24, 1997.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in each of the Company's 1996 Incentive Stock Plan
and 1996 Non-Employee Director Stock Option Plan, upon written or oral request
of such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.

ITEM 4.       DESCRIPTION OF SECURITIES

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Article 1302-7.06 of the Texas Miscellaneous Corporation Laws
Act, the articles of incorporation of a Texas corporation may provide that a
director of that corporation shall not be liable, or shall be liable only to the
extent provided in the articles of incorporation, to the corporation or its
shareholders for monetary damages for acts or omissions in the director's
capacity as a director, except that the articles of incorporation cannot provide
for the elimination or limitation of liability of a director to the extent that
the director is found liable for (i) a breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the corporation or an
act or omission that involves intentional misconduct or a knowing violation of
the law, (iii) any transaction from which the director received an improper
personal benefit, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.

         In accordance with Article 1302-7.06, Article Six of the Company's
Amended and Restated Articles of Incorporation eliminates a DIRECTOR'S liability
to the Company and its shareholders for monetary damages for an act or omission
in the director's capacity as a director, except that such provision does not
eliminate or limit a director's liability for: (1) a breach of a director's duty
of loyalty to the Company or its shareholders, (2) an act or omission not in
good faith or that involves intentional misconduct or a knowing violation of
law, (3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office, (4) an act or omission for which the liability of a director
is expressly provided for by statute, or (5) an act related to an unlawful

                                       -2-
<PAGE>
payment of a dividend. Article Six of the Company's Amended and Restated
Articles of Incorporation further provides that if the Texas Miscellaneous
Corporation Laws Act or any other statute is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Company shall be eliminated or limited to the
full extent permitted by such statute, as so amended. If a director breaches any
fiduciary duty other than those listed in Article Six in performing his duties
as a director, neither the Company nor its shareholders could recover monetary
damages from the director; only equitable remedies, such as an action to enjoin
or rescind a transaction involving a breach of fiduciary duty, may be available.
To the extent certain claims against directors are limited to equitable
remedies, the provision in the Company's Amended and Restated Articles of
Incorporation may reduce the likelihood of derivative litigation and may
discourage shareholders or management from initiating litigation against
directors for breach of their fiduciary duties. Additionally, equitable remedies
may not be effective in many situations. If a shareholder's only remedy is to
enjoin the completion of the board of directors' action, such remedy would be
ineffective if the shareholder does not become aware of a transaction or event
until after it has been completed. In such a situation, it is possible that the
Company and its shareholders would have no effective remedy against the
directors.

         In addition, Article 2.02-1 of the Texas Business Corporation Act
("TBCA") empowers the Company to indemnify present and former directors,
officers, employees, agents and other persons acting on the Company's behalf
against judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including court costs and attorneys' fees)
actually incurred by them in connection with a proceeding brought against them
in their respective present or former capacities as directors, officers,
employees or agents of the Company, or of any other entity in which they are or
were serving in such capacities at the Company's request. However, the TBCA
provides that unless a court of competent jurisdiction determines otherwise,
indemnification is available only if the person (1) acted in good faith, (2)
reasonably believed that he acted (a) in his official capacity, in a manner
which was in the Company's best interests, and (b) in other than in his official
capacity, in a manner which he reasonably believed was at least not opposed to
the Company's best interests, and (3) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Even if these three
elements are established, if a person is found liable to the Company, or liable
on the basis that he received an improper personal benefit, indemnification is
(i) limited to his reasonable expenses, and (ii) prohibited if he is found
liable for willful or intentional misconduct in performing his duties to the
Company.

         The TBCA prescribes procedures which the Company must use in
determining whether a claim is indemnifiable under the statute; if so, whether
to authorize indemnification (unless it is made mandatory by articles of
incorporation, bylaws, director or shareholder resolution, or agreement); and
the reasonableness of any expenses for which indemnification is sought. Each of
these determinations must be made by (i) a majority vote of a quorum of
disinterested directors, (ii) if such quorum is unobtainable, then by a majority
vote of a special committee of disinterested directors appointed by a majority
vote of all directors, (iii) special legal counsel selected by the board of
directors or a committee of the board by vote as described in (i) or (ii), or if
such quorum is unobtainable or such committee cannot be established, then by a
majority vote of all directors, or (iv) a vote of disinterested shareholders.

         The Company is obligated under Article 2.02-1 to indemnify a director
or officer against reasonable expenses incurred by him in connection with a
proceeding in which he is named defendant or respondent because he is or was a
director or officer if he has been wholly successful, on the merits or
otherwise, in the defense of the proceeding. Under Article 2.02-1, the Company
may (i) indemnify and advance expenses to an officer, employee, agent or other
person who are or were serving at the request of the Company as a director,
officer, partner venturer, proprietor, trustee, employee, agent or similar
functionary of another entity to the same extent that it may indemnify and
advance expenses to directors, (ii) indemnify and advance expenses to directors
and such other persons to such further extent, consistent with law, as may be
provided in the Company's articles of incorporation, bylaws, action of its board
of directors, or contract or as permitted by common law and (iii) purchase and
maintain insurance or another arrangement on behalf of directors and such other
persons against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person regardless of whether the
Company could indemnify him against such liability under the TBCA.

         Article V of the Company's Amended and Restated Bylaws sets forth
specific provisions for indemnification of directors, officers, agents and other
persons which are substantially identical to the provisions of Article 2.02-1
described above. The Amended and Restated Bylaws provide for advance payment of
any expenses subject to authorization of the board of directors and a written
promise to repay the payment unless it is determined that he is entitled to
indemnification. Article V further provides that the rights to indemnification
are not exclusive of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of shareholders or otherwise. Such rights to
indemnification by the Amended and Restated Bylaws shall continue after the
person has ceased to hold a position and shall inure to that person's heirs and

                                       -3-
<PAGE>
personal representatives. The Amended and Restated Bylaws also provide for
reports to the shareholders of the Company as to indemnification payments,
advance payments and insurance payments.

         The above discussion of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws, as amended, and Texas statutes is
not intended to be exhaustive and is qualified in its entirety by such Articles,
Bylaws and statutes.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable.

ITEM 8.       EXHIBITS


  EXHIBIT
     NO.                         DESCRIPTION
------------             --------------------------
    4.1           1996 Incentive Stock Plan as Amended and Restated Effective as
                  of December 31, 1997 (filed herewith).
                 
    4.2           1996 Non-Employee Director Stock Option Plan as Amended and
                  Restated Effective as of December 31, 1997 (filed herewith).
                 
    5.1           Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  securities (filed herewith).
                 
   23.1           Consent of Goldstein Golub Kessler & Company, P.C. 
                  (filed herewith).
                 
   23.2           Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
                 
   24.1           Powers of Attorney (included on signature page).
             

ITEM 9.       UNDERTAKINGS

         (a)  UNDERTAKING TO UPDATE

              The undersigned registrant hereby undertakes:

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

                  (i) include any prospectus required by section 10(a)(3) of the
              Securities Act of 1933, as amended (the "Securities Act");

                  (ii)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 in the Registration Statement; and

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

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

                                       -4-
<PAGE>
              (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

              The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to section 13(a) or 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 offered therein, and the offering
         of such securities at that time shall be deemed to be the initial BONA
         FIDE offering thereof.

         (c)  UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities 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 Securities Act and will be governed by the
         final adjudication of such issue.

                                       -5-
<PAGE>
                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael M. Barbour and Dan D. Sudduth,
and each of them, either of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

                                   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 Sugar Land, State of Texas, on this 13th day of
February, 1998.

                                       HENLEY HEALTHCARE, INC.


                                       By:/s/ MICHAEL M. BARBOUR
                                              Michael M. Barbour, President and
                                                    Chief Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 13th day of February, 1998.


       SIGNATURE                        TITLE
       ---------                        -----
/s/ MICHAEL M. BARBOUR           President, Chief Executive Officer and Director
    ---------------------------
    Michael M. Barbour

/s/ DAN D. SUDDUTH               Executive Vice President, Chief Financial 
    ---------------------------  Officer and Director
    Dan D. Sudduth               

/s/ CHIKE J. OGBOENYIYA          Vice President - Finance and Secretary
    ---------------------------
    Chike J. Ogboenyiya

                                 Medical Director, Director and Chairman of the 
    ---------------------------  Board
    Chadwick F. Smith            

/s/ KENNETH W. DAVIDSON          Director
    ---------------------------
    Kenneth W. Davidson

/s/ ERNEST J. HENLEY, PH.D.      Director
    ---------------------------
    Ernest J. Henley, Ph.D.

                                 Director
    ---------------------------
    Pedro A. Rubio, M.D., Ph.D.  

                                       -6-
<PAGE>
                                INDEX TO EXHIBITS



  EXHIBIT
    NO.                     DESCRIPTION
------------         --------------------------
    4.1           1996 Incentive Stock Plan as Amended and Restated Effective as
                  of December 31, 1997 (filed herewith).
                
    4.2           1996 Non-Employee Director Stock Option Plan as Amended and
                  Restated Effective as of December 31, 1997 (filed herewith).
                
    5.1           Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  securities (filed herewith).
                
   23.1           Consent of Goldstein Golub Kessler & Company, P.C. 
                  (filed herewith).
                
   23.2           Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
                
   24.1           Powers of Attorney (included on signature page).
           
                                       -7-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23595}]
{"company-data": {"conformed-name": "HENLEY HEALTHCARE INC", "cik": "0000890284", "assigned-sic": "3841", "irs-number": "760335587", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46383", "film-number": "98541163"}, "business-address": {"street1": "120 INDUSTRIAL BLVD", "city": "SUGAR LAND", "state": "TX", "zip": "77478-3128", "phone": "7132767000"}, "mail-address": {"street1": "120 INDUSTRIAL BLVD", "city": "SUGAR LAND", "state": "TX", "zip": "77478"}, "former-company": {"former-conformed-name": "LASERMEDICS INC", "date-changed": "19940406"}}
As filed with the Securities and Exchange Commission on February 17, 1998.

                                                     Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                             HENLEY HEALTHCARE, INC.
             (Exact name of registrant as specified in its charter)

              TEXAS                                             76-0335587
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                           Identification No.)

                            120 INDUSTRIAL BOULEVARD
                             SUGAR LAND, TEXAS 77478
                    (Address of Principal Executive Offices)

                             HENLEY HEALTHCARE, INC.
                         1996 INCENTIVE STOCK PLAN; AND

                             HENLEY HEALTHCARE, INC.
                  1996 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full Title of the Plans)

Name, Address and Telephone                           Copy of Communications to:
Number of Agent for Service:

    MICHAEL M. BARBOUR                                  ROBERT G. REEDY
 HENLEY HEALTHCARE, INC.                            PORTER & HEDGES, L.L.P.
 120 INDUSTRIAL BOULEVARD                      700 LOUISIANA STREET, SUITE 3500
 SUGAR LAND, TEXAS 77478                           HOUSTON, TEXAS 77002-2370
     (281) 276-7000                                    (713) 226-0600
                                 

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM        PROPOSED
                                           AMOUNT TO           OFFERING        MAXIMUM AGGREGATE      AMOUNT OF
 TITLE OF SECURITIES TO BE REGISTERED    BE REGISTERED    PRICE PER SHARE(1)   OFFERING PRICE(2)  REGISTRATION FEE
Common Stock, par value $.01 per share     1,450,000           $5.5            $7,975,000           $2,353
====================================================================================================================
(1)      Pursuant to Rule 416(a), also registered hereunder is an indeterminate
         number of shares of Common Stock issuable as a result of the
         anti-dilution provisions of the Plans.

(2)      Pursuant to Rule 457(c), the registration fee is calculated on the
         basis of the average of the high and low sale prices for the Common
         Stock on The Nasdaq SmallCap Market on February 13, 1998, $5.5.
         Pursuant to Rule 457(h), the registration fee is calculated with
         respect to the maximum number of the registrant's securities issuable
         under the Plans.

                                       -1-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The contents of the following documents filed by Henley Healthcare,
Inc., a Texas corporation (the "Company" or "Registrant"), with the Securities
and Exchange Commission ("Commission") are incorporated into this registration
statement ("Registration Statement") by reference:

         (i)   the Company's annual report on Form 10-KSB for the year ended
               December 31, 1996 (as filed on March 31, 1997), as amended by the
               Company's Form 10-KSB/A (as filed on April 29, 1997);

         (ii)  the Company's quarterly reports on Form 10-QSB for the quarters
               ended March 31, 1997 (as filed on May 15, 1997), June 30, 1997
               (as filed on August 14, 1997), and September 30, 1997 (as filed
               on November 14, 1997); and

         (iii) the Company's Current Report on Form 8-K filed on October 15,
               1997, as amended by the Form 8-K/A filed on December 15, 1997,
               and Current Report on 8-K filed on October 24, 1997.

         All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the filing date of this Registration
Statement and prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents. The Company will provide without
charge to each participant in each of the Company's 1996 Incentive Stock Plan
and 1996 Non-Employee Director Stock Option Plan, upon written or oral request
of such person, a copy (without exhibits, unless such exhibits are specifically
incorporated by reference) of any or all of the documents incorporated by
reference pursuant to this Item 3.

ITEM 4.       DESCRIPTION OF SECURITIES

              Not Applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL

              Not Applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Article 1302-7.06 of the Texas Miscellaneous Corporation Laws
Act, the articles of incorporation of a Texas corporation may provide that a
director of that corporation shall not be liable, or shall be liable only to the
extent provided in the articles of incorporation, to the corporation or its
shareholders for monetary damages for acts or omissions in the director's
capacity as a director, except that the articles of incorporation cannot provide
for the elimination or limitation of liability of a director to the extent that
the director is found liable for (i) a breach of the director's duty of loyalty
to the corporation or its shareholders, (ii) an act or omission not in good
faith that constitutes a breach of duty of the director to the corporation or an
act or omission that involves intentional misconduct or a knowing violation of
the law, (iii) any transaction from which the director received an improper
personal benefit, or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.

         In accordance with Article 1302-7.06, Article Six of the Company's
Amended and Restated Articles of Incorporation eliminates a DIRECTOR'S liability
to the Company and its shareholders for monetary damages for an act or omission
in the director's capacity as a director, except that such provision does not
eliminate or limit a director's liability for: (1) a breach of a director's duty
of loyalty to the Company or its shareholders, (2) an act or omission not in
good faith or that involves intentional misconduct or a knowing violation of
law, (3) a transaction from which a director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope of the
director's office, (4) an act or omission for which the liability of a director
is expressly provided for by statute, or (5) an act related to an unlawful

                                       -2-
payment of a dividend. Article Six of the Company's Amended and Restated
Articles of Incorporation further provides that if the Texas Miscellaneous
Corporation Laws Act or any other statute is amended to authorize corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Company shall be eliminated or limited to the
full extent permitted by such statute, as so amended. If a director breaches any
fiduciary duty other than those listed in Article Six in performing his duties
as a director, neither the Company nor its shareholders could recover monetary
damages from the director; only equitable remedies, such as an action to enjoin
or rescind a transaction involving a breach of fiduciary duty, may be available.
To the extent certain claims against directors are limited to equitable
remedies, the provision in the Company's Amended and Restated Articles of
Incorporation may reduce the likelihood of derivative litigation and may
discourage shareholders or management from initiating litigation against
directors for breach of their fiduciary duties. Additionally, equitable remedies
may not be effective in many situations. If a shareholder's only remedy is to
enjoin the completion of the board of directors' action, such remedy would be
ineffective if the shareholder does not become aware of a transaction or event
until after it has been completed. In such a situation, it is possible that the
Company and its shareholders would have no effective remedy against the
directors.

         In addition, Article 2.02-1 of the Texas Business Corporation Act
("TBCA") empowers the Company to indemnify present and former directors,
officers, employees, agents and other persons acting on the Company's behalf
against judgments, penalties (including excise and similar taxes), fines,
settlements and reasonable expenses (including court costs and attorneys' fees)
actually incurred by them in connection with a proceeding brought against them
in their respective present or former capacities as directors, officers,
employees or agents of the Company, or of any other entity in which they are or
were serving in such capacities at the Company's request. However, the TBCA
provides that unless a court of competent jurisdiction determines otherwise,
indemnification is available only if the person (1) acted in good faith, (2)
reasonably believed that he acted (a) in his official capacity, in a manner
which was in the Company's best interests, and (b) in other than in his official
capacity, in a manner which he reasonably believed was at least not opposed to
the Company's best interests, and (3) in the case of any criminal proceeding,
had no reasonable cause to believe his conduct was unlawful. Even if these three
elements are established, if a person is found liable to the Company, or liable
on the basis that he received an improper personal benefit, indemnification is
(i) limited to his reasonable expenses, and (ii) prohibited if he is found
liable for willful or intentional misconduct in performing his duties to the
Company.

         The TBCA prescribes procedures which the Company must use in
determining whether a claim is indemnifiable under the statute; if so, whether
to authorize indemnification (unless it is made mandatory by articles of
incorporation, bylaws, director or shareholder resolution, or agreement); and
the reasonableness of any expenses for which indemnification is sought. Each of
these determinations must be made by (i) a majority vote of a quorum of
disinterested directors, (ii) if such quorum is unobtainable, then by a majority
vote of a special committee of disinterested directors appointed by a majority
vote of all directors, (iii) special legal counsel selected by the board of
directors or a committee of the board by vote as described in (i) or (ii), or if
such quorum is unobtainable or such committee cannot be established, then by a
majority vote of all directors, or (iv) a vote of disinterested shareholders.

         The Company is obligated under Article 2.02-1 to indemnify a director
or officer against reasonable expenses incurred by him in connection with a
proceeding in which he is named defendant or respondent because he is or was a
director or officer if he has been wholly successful, on the merits or
otherwise, in the defense of the proceeding. Under Article 2.02-1, the Company
may (i) indemnify and advance expenses to an officer, employee, agent or other
person who are or were serving at the request of the Company as a director,
officer, partner venturer, proprietor, trustee, employee, agent or similar
functionary of another entity to the same extent that it may indemnify and
advance expenses to directors, (ii) indemnify and advance expenses to directors
and such other persons to such further extent, consistent with law, as may be
provided in the Company's articles of incorporation, bylaws, action of its board
of directors, or contract or as permitted by common law and (iii) purchase and
maintain insurance or another arrangement on behalf of directors and such other
persons against any liability asserted against him and incurred by him in such a
capacity or arising out of his status as such a person regardless of whether the
Company could indemnify him against such liability under the TBCA.

         Article V of the Company's Amended and Restated Bylaws sets forth
specific provisions for indemnification of directors, officers, agents and other
persons which are substantially identical to the provisions of Article 2.02-1
described above. The Amended and Restated Bylaws provide for advance payment of
any expenses subject to authorization of the board of directors and a written
promise to repay the payment unless it is determined that he is entitled to
indemnification. Article V further provides that the rights to indemnification
are not exclusive of any other rights to which a person may be entitled by law,
bylaw, agreement, vote of shareholders or otherwise. Such rights to
indemnification by the Amended and Restated Bylaws shall continue after the
person has ceased to hold a position and shall inure to that person's heirs and

                                       -3-
personal representatives. The Amended and Restated Bylaws also provide for
reports to the shareholders of the Company as to indemnification payments,
advance payments and insurance payments.

         The above discussion of the Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws, as amended, and Texas statutes is
not intended to be exhaustive and is qualified in its entirety by such Articles,
Bylaws and statutes.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED

              Not Applicable.

ITEM 8.       EXHIBITS

  EXHIBIT
     NO.                         DESCRIPTION
------------             --------------------------
    4.1           1996 Incentive Stock Plan as Amended and Restated Effective as
                  of December 31, 1997 (filed herewith).
                 
    4.2           1996 Non-Employee Director Stock Option Plan as Amended and
                  Restated Effective as of December 31, 1997 (filed herewith).
                 
    5.1           Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  securities (filed herewith).
                 
   23.1           Consent of Goldstein Golub Kessler & Company, P.C. 
                  (filed herewith).
                 
   23.2           Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
                 
   24.1           Powers of Attorney (included on signature page).
             

ITEM 9.       UNDERTAKINGS

         (a)  UNDERTAKING TO UPDATE

              The undersigned registrant hereby undertakes:

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

                  (i) include any prospectus required by section 10(a)(3) of the
              Securities Act of 1933, as amended (the "Securities Act");

                  (ii)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 in the Registration Statement; and

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

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

                                       -4-
(3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
         the termination of the offering.

         (b)  UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE

              The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Registrant's annual report pursuant to section 13(a) or 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 offered therein, and the offering
         of such securities at that time shall be deemed to be the initial BONA
         FIDE offering thereof.

         (c)  UNDERTAKING WITH RESPECT TO INDEMNIFICATION

              Insofar as indemnification for liabilities arising under the
         Securities Act may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Securities 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 Securities Act and will be governed by the
         final adjudication of such issue.

                                       -5-
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael M. Barbour and Dan D. Sudduth,
and each of them, either of whom may act without joinder of the other, his true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all pre- and post-effective amendments and
supplements to this Registration Statement, and to file the same, or caused to
be filed the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

                                   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 Sugar Land, State of Texas, on this 13th day of
February, 1998.

                                       HENLEY HEALTHCARE, INC.

                                       By:/s/ MICHAEL M. BARBOUR
                                              Michael M. Barbour, President and
                                                    Chief Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on this 13th day of February, 1998.

       SIGNATURE                        TITLE
       ---------                        -----
/s/ MICHAEL M. BARBOUR           President, Chief Executive Officer and Director
    ---------------------------
    Michael M. Barbour

/s/ DAN D. SUDDUTH               Executive Vice President, Chief Financial 
    ---------------------------  Officer and Director
    Dan D. Sudduth               

/s/ CHIKE J. OGBOENYIYA          Vice President - Finance and Secretary
    ---------------------------
    Chike J. Ogboenyiya

                                 Medical Director, Director and Chairman of the 
    ---------------------------  Board
    Chadwick F. Smith            

/s/ KENNETH W. DAVIDSON          Director
    ---------------------------
    Kenneth W. Davidson

/s/ ERNEST J. HENLEY, PH.D.      Director
    ---------------------------
    Ernest J. Henley, Ph.D.

                                 Director
    ---------------------------
    Pedro A. Rubio, M.D., Ph.D.  

                                       -6-
INDEX TO EXHIBITS

  EXHIBIT
    NO.                     DESCRIPTION
------------         --------------------------
    4.1           1996 Incentive Stock Plan as Amended and Restated Effective as
                  of December 31, 1997 (filed herewith).
                
    4.2           1996 Non-Employee Director Stock Option Plan as Amended and
                  Restated Effective as of December 31, 1997 (filed herewith).
                
    5.1           Opinion of Porter & Hedges, L.L.P. with respect to legality of
                  securities (filed herewith).
                
   23.1           Consent of Goldstein Golub Kessler & Company, P.C. 
                  (filed herewith).
                
   23.2           Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1).
                
   24.1           Powers of Attorney (included on signature page).
           
                                       -7-