SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                    FORM 8-K




                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported)           September 15, 1997
                                                 ----------------------------


                        INTEGRATED HEALTH SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)


       Delaware                           1-12306                23-2428312
(State or Other Jurisdiction           (Commission             (IRS Employer
     of Incorporation)                 File Number)          Identification No.)



 10065 Red Run Boulevard, Owings Mills, Maryland                      21117
(Address of Principal Executive Offices)                             (Zip Code)



Registrant's telephone number, including area code:       (410) 998-8400



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)




<PAGE>




ITEM 5.  OTHER EVENTS

     On September 15, 1997,  IHS entered into a $1.75 billion  revolving  credit
and term loan facility with Citibank, N.A., as Administrative Agent, and certain
other  lenders (the "New Credit  Facility") to replace its existing $700 million
revolving  credit facility.  The New Credit Facility  consists of a $750 million
term loan  facility  (the "Term  Facility")  and a $1 billion  revolving  credit
facility,  including  a $100  million  letter  of credit  subfacility  and a $10
million swing line  subfacility (the "Revolving  Facility").  The Term Facility,
all of which was  borrowed on September  17, 1997,  matures on December 31, 2004
and will be  amortized  beginning  December  31, 1998 as  follows:  1998 -- $7.5
million;  each of 1999,  2000,  2001 and 2002 -- $7.5 million  (payable in equal
quarterly  installments);  2003 -- $337.5  million  (payable in equal  quarterly
installments);   and  2004  --  $375   million   (payable  in  equal   quarterly
installments).  Any unpaid  balance will be due on the maturity  date.  The Term
Facility will bear interest at a rate equal to, at the option of IHS, either (i)
in the case of Eurodollar loans, the sum of (x) one and  three-quarters  percent
or two  percent  (depending  on the  ratio of IHS' Debt (as  defined  in the New
Credit Facility) to earnings before interest, taxes, depreciation,  amortization
and rent, pro forma for any acquisitions or divestitures  during the measurement
period  (the  "Debt/EBITDAR  Ratio"))  and (y) the  interest  rate in the London
interbank  market  for loans in an amount  substantially  equal to the amount of
borrowing and for the period of borrowing selected by IHS or (ii) the sum of (a)
the higher of (1) Citibank,  N.A.'s base rate or (2) one percent plus the latest
overnight  federal  funds  rate  plus  (b)  a  margin  of  one-half  percent  or
three-quarters of one percent  (depending on the Debt/EBITDAR  Ratio).  The Term
Facility can be prepaid at any time in whole or in part without penalty.

     The  Revolving  Facility  will reduce to $800 million on September 30, 2001
and $500 million on September 30, 2002,  with a final  maturity on September 15,
2004;  however,  the $100 million letter of credit  subfacility  and $10 million
swing  line   subfacility   will  remain  at  $100   million  and  $10  million,
respectively, until final maturity. The Revolving Facility will bear interest at
a rate  equal to, at the  option of IHS,  either  (i) in the case of  Eurodollar
loans,  the  sum of (x)  between  three-quarters  of one  percent  and  one  and
three-quarters  percent  (depending  on the  Debt/EBITDAR  Ratio)  and  (y)  the
interest  rate  in  the  London   interbank   market  for  loans  in  an  amount
substantially  equal to the amount of borrowing  and for the period of borrowing
selected by IHS or (ii) the sum of (a) the higher of (1)  Citibank,  N.A.'s base
rate or (2) one percent plus the latest overnight  federal funds rate plus (b) a
margin  of  between  zero  percent  and  one-half  percent   (depending  on  the
Debt/EBITDAR  Ratio).  Amounts  repaid  under  the  Revolving  Facility  may  be
reborrowed prior to the maturity date.

     The New  Credit  Facility  limits  IHS'  ability to incur  indebtedness  or
contingent obligations,  to make additional acquisitions,  to sell or dispose of
assets,  to create or incur liens on assets,  to pay  dividends,  to purchase or
redeem  IHS'  stock  and to  merge or  consolidate  with any  other  person.  In
addition,  the New Credit  Facility  requires  that IHS meet  certain  financial
ratios, and provides the banks with the right to require the



<PAGE>



payment of all amounts  outstanding  under the  facility,  and to terminate  all
commitments under the facility, if there is a change in control of IHS or if any
person  other than Dr.  Robert N.  Elkins,  IHS'  Chairman  and Chief  Executive
Officer, or a group managed by Dr. Elkins, owns more than 40% of IHS' stock. The
New Credit  Facility  is  guaranteed  by all of IHS'  subsidiaries  (other  than
inactive  subsidiaries)  and  secured  by a  pledge  of  all  of  the  stock  of
substantially all of IHS' subsidiaries.

     The New Credit  Facility  replaced IHS' $700 million  credit  facility (the
"Prior Credit  Facility").  As a result,  IHS anticipates that it will record an
extraordinary  loss on extinguishment of debt of approximately $2.4 million (net
of related tax benefit of  approximately  $1.6  million) in the third quarter of
1997  resulting from the write-off of deferred  financing  costs of $4.0 million
related to the Prior Credit Facility.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (C)  EXHIBITS.

     10   $1,750,000,000  Revolving Credit and Term Loan Agreement,  dated as of
          September  15, 1997,  among  Integrated  Health  Services,  Inc.,  the
          lenders named therein,  Citibank,  N.A., as administrative  agent, The
          Toronto-   Dominion  Bank,  as   documentation   agent,  and  Citicorp
          Securities, Inc., as arranger.



<PAGE>




                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                           INTEGRATED HEALTH SERVICES, INC.



Date: September 19, 1997                   By: /s/ W. Bradley Bennett
                                               ----------------------
                                           Name: W. Bradley Bennett
                                           Title: Executive Vice President-Chief
                                                   Accounting Officer







<PAGE>


                                  EXHIBIT INDEX


EXHIBIT NO.                DESCRIPTION


     10   $1,750,000,000  Revolving Credit and Term Loan Agreement,  dated as of
          September  15, 1997,  among  Integrated  Health  Services,  Inc.,  the
          lenders named therein,  Citibank,  N.A., as administrative  agent, The
          Toronto-   Dominion  Bank,  as   documentation   agent,  and  Citicorp
          Securities, Inc., as arranger.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 7503}]
{"company-data": {"conformed-name": "INTEGRATED HEALTH SERVICES INC", "cik": "0000785814", "assigned-sic": "8051", "irs-number": "232428312", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-12306", "film-number": "97683340"}, "business-address": {"street1": "10065 RED RUN BLVD", "city": "OWINGS MILLS", "state": "MD", "zip": "21117", "phone": "4109988400"}, "mail-address": {"street1": "100065 RED RUN BLVD", "city": "OWINGS MILLS", "state": "MD", "zip": "21117"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)           September 15, 1997
                                                 ----------------------------

                        INTEGRATED HEALTH SERVICES, INC.
             (Exact Name of Registrant as Specified in its Charter)

       Delaware                           1-12306                23-2428312
(State or Other Jurisdiction           (Commission             (IRS Employer
     of Incorporation)                 File Number)          Identification No.)

 10065 Red Run Boulevard, Owings Mills, Maryland                      21117
(Address of Principal Executive Offices)                             (Zip Code)

Registrant's telephone number, including area code:       (410) 998-8400

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
ITEM 5.  OTHER EVENTS

     On September 15, 1997,  IHS entered into a $1.75 billion  revolving  credit
and term loan facility with Citibank, N.A., as Administrative Agent, and certain
other  lenders (the "New Credit  Facility") to replace its existing $700 million
revolving  credit facility.  The New Credit Facility  consists of a $750 million
term loan  facility  (the "Term  Facility")  and a $1 billion  revolving  credit
facility,  including  a $100  million  letter  of credit  subfacility  and a $10
million swing line  subfacility (the "Revolving  Facility").  The Term Facility,
all of which was  borrowed on September  17, 1997,  matures on December 31, 2004
and will be  amortized  beginning  December  31, 1998 as  follows:  1998 -- $7.5
million;  each of 1999,  2000,  2001 and 2002 -- $7.5 million  (payable in equal
quarterly  installments);  2003 -- $337.5  million  (payable in equal  quarterly
installments);   and  2004  --  $375   million   (payable  in  equal   quarterly
installments).  Any unpaid  balance will be due on the maturity  date.  The Term
Facility will bear interest at a rate equal to, at the option of IHS, either (i)
in the case of Eurodollar loans, the sum of (x) one and  three-quarters  percent
or two  percent  (depending  on the  ratio of IHS' Debt (as  defined  in the New
Credit Facility) to earnings before interest, taxes, depreciation,  amortization
and rent, pro forma for any acquisitions or divestitures  during the measurement
period  (the  "Debt/EBITDAR  Ratio"))  and (y) the  interest  rate in the London
interbank  market  for loans in an amount  substantially  equal to the amount of
borrowing and for the period of borrowing selected by IHS or (ii) the sum of (a)
the higher of (1) Citibank,  N.A.'s base rate or (2) one percent plus the latest
overnight  federal  funds  rate  plus  (b)  a  margin  of  one-half  percent  or
three-quarters of one percent  (depending on the Debt/EBITDAR  Ratio).  The Term
Facility can be prepaid at any time in whole or in part without penalty.

     The  Revolving  Facility  will reduce to $800 million on September 30, 2001
and $500 million on September 30, 2002,  with a final  maturity on September 15,
2004;  however,  the $100 million letter of credit  subfacility  and $10 million
swing  line   subfacility   will  remain  at  $100   million  and  $10  million,
respectively, until final maturity. The Revolving Facility will bear interest at
a rate  equal to, at the  option of IHS,  either  (i) in the case of  Eurodollar
loans,  the  sum of (x)  between  three-quarters  of one  percent  and  one  and
three-quarters  percent  (depending  on the  Debt/EBITDAR  Ratio)  and  (y)  the
interest  rate  in  the  London   interbank   market  for  loans  in  an  amount
substantially  equal to the amount of borrowing  and for the period of borrowing
selected by IHS or (ii) the sum of (a) the higher of (1)  Citibank,  N.A.'s base
rate or (2) one percent plus the latest overnight  federal funds rate plus (b) a
margin  of  between  zero  percent  and  one-half  percent   (depending  on  the
Debt/EBITDAR  Ratio).  Amounts  repaid  under  the  Revolving  Facility  may  be
reborrowed prior to the maturity date.

     The New  Credit  Facility  limits  IHS'  ability to incur  indebtedness  or
contingent obligations,  to make additional acquisitions,  to sell or dispose of
assets,  to create or incur liens on assets,  to pay  dividends,  to purchase or
redeem  IHS'  stock  and to  merge or  consolidate  with any  other  person.  In
addition,  the New Credit  Facility  requires  that IHS meet  certain  financial
ratios, and provides the banks with the right to require the
payment of all amounts  outstanding  under the  facility,  and to terminate  all
commitments under the facility, if there is a change in control of IHS or if any
person  other than Dr.  Robert N.  Elkins,  IHS'  Chairman  and Chief  Executive
Officer, or a group managed by Dr. Elkins, owns more than 40% of IHS' stock. The
New Credit  Facility  is  guaranteed  by all of IHS'  subsidiaries  (other  than
inactive  subsidiaries)  and  secured  by a  pledge  of  all  of  the  stock  of
substantially all of IHS' subsidiaries.

     The New Credit  Facility  replaced IHS' $700 million  credit  facility (the
"Prior Credit  Facility").  As a result,  IHS anticipates that it will record an
extraordinary  loss on extinguishment of debt of approximately $2.4 million (net
of related tax benefit of  approximately  $1.6  million) in the third quarter of
1997  resulting from the write-off of deferred  financing  costs of $4.0 million
related to the Prior Credit Facility.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (C)  EXHIBITS.

     10   $1,750,000,000  Revolving Credit and Term Loan Agreement,  dated as of
          September  15, 1997,  among  Integrated  Health  Services,  Inc.,  the
          lenders named therein,  Citibank,  N.A., as administrative  agent, The
          Toronto-   Dominion  Bank,  as   documentation   agent,  and  Citicorp
          Securities, Inc., as arranger.
SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                           INTEGRATED HEALTH SERVICES, INC.

Date: September 19, 1997                   By: /s/ W. Bradley Bennett
                                               ----------------------
                                           Name: W. Bradley Bennett
                                           Title: Executive Vice President-Chief
                                                   Accounting Officer
EXHIBIT INDEX

EXHIBIT NO.                DESCRIPTION

     10   $1,750,000,000  Revolving Credit and Term Loan Agreement,  dated as of
          September  15, 1997,  among  Integrated  Health  Services,  Inc.,  the
          lenders named therein,  Citibank,  N.A., as administrative  agent, The
          Toronto-   Dominion  Bank,  as   documentation   agent,  and  Citicorp
          Securities, Inc., as arranger.