<PAGE> 1
  As Filed with the Securities and Exchange Commission on October 28, 1998
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  ----------

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

                                  ----------

                               OPTION CARE, INC.
               (Exact name of registrant as specified in charter)

                DELAWARE                                    36-3791193
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
              or organization)                                Number)

   100 CORPORATE NORTH, SUITE 212
        BANNOCKBURN, ILLINOIS                                60015
(Address of principal executive offices)                   (Zip Code)

                                  ----------

                               OPTION CARE, INC.
                             AMENDED AND RESTATED
                             STOCK INCENTIVE PLAN
                                   (1997)
                           (Full title of the plan)

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

                               John N. Kapoor
                                  Chairman
                              Option Care, Inc.
                       100 Corporate North, Suite 212
                        Bannockburn, Illinois  60015
                   (Name and address of agent for service)

                          Telephone:  (708)  615-1690
                                  ----------
                                   Copy to:

          CATHY BELLEHEUMER                           BENJAMIN H. HULSEY
           General Counsel                             Thompson Coburn
          Option Care, Inc.                           One Mercantile Center
   100 Corporate North, Suite 212                   St. Louis, Missouri 63101
    Bannockburn, Illinois 60015                        (314) 552-6000
          (708) 615-1690

<TABLE>
                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
<CAPTION>
Title of Securities to        Amount to be          Proposed Maximum       Proposed Maximum Aggregate
    be Registered              Registered     Offering Price Per Share<F1>     Offering Price<F1>     Amount of Registration Fee<F2>
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>                         <C>                         <C>
Common Stock, $.01 par value   1,300,000                    $1.34                       $ 1,742,000               $484.28
                                shares
====================================================================================================================================
<FN>
<F1> Estimated solely for purposes of computing the Registration Fee pursuant to
     the provisions of Section 457(c), based upon the average of the high and
     low sale prices of common stock, $0.01 par value, of the Registrant as
     reported on the Nasdaq National Market System on October 22, 1998.

<F2> The Registrant previously paid $820.31 on July 27, 1993 in connection with
     the Registrant's Registration Statement on Form S-8 (File No. 33-66592) to
     register 700,000 shares of Option Care, Inc. common stock to be issued
     pursuant to the Option Care, Inc. 1991 Stock Incentive Plan (the "Plan").
     This filing is solely to register 1,300,000 additional shares which may
     be issued pursuant to that Plan, as amended.
</TABLE>

984924


<PAGE> 2

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K for the year ended
              December 31, 1997.

         (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1998 and June 30, 1998.

         (c)  The Company's Current Report on Form 8-K dated June 18, 1998.

         (d)  The description of the Company's common stock, par value $0.01 per
              share (the "Common Stock") set forth in Item 1 of the Company's
              Registration Statement on Form 8-A, dated February 20, 1992, and
              any amendment or report filed for the purpose of updating such
              description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof 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 remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from the date any such document is filed.  The information relating to the
Company contained in this Registration Statement does not purport to be
complete and should be read together with the information in the documents
incorporated by reference herein.  Any statement contained herein or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes hereof to the extent that a subsequent statement
contained herein or in any other subsequently filed document incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

         Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Plans is delivered, upon written or
oral request of such person, a copy of any and all of the information
incorporated by reference in the Registration Statement, excluding exhibits
unless such exhibits are specifically incorporated by reference.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The following is a summary of Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL").

         Subject to restrictions contained in the DGCL, a corporation may
indemnify any person, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, in connection with any criminal action or
proceedings, had no reasonable cause to believe that such person's conduct was
unlawful.  A person who is successful on the merits or otherwise in any suit or
matter covered by the indemnification statute, shall be indemnified and
indemnification is otherwise authorized upon a determination that the person to
be indemnified has met the applicable standard of conduct required.  Such
determination shall be made by a majority vote of the board of directors who
were not parties to such action, suit or proceeding, even though less than a
quorum, or if there are no such directors, or if such directors so direct, by
special independent counsel in a written opinion, or by the stockholders.
Expenses incurred in defense may be paid in advance upon

<PAGE> 3

receipt by the corporation of a written undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that the
recipient is not entitled to indemnification under the statute.  The
indemnification provided by statute is entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, and shall inure to
the benefit of the heirs, executors and administrators of such person.
Insurance may be purchased on behalf of any person entitled to indemnification
by the corporation against any liability asserted against him or her and
incurred in an official capacity regardless of whether the person could be
indemnified under the statute.  References to the corporation include all
constituent corporations absorbed in a consolidation or merger as well
as the resulting corporation, and anyone seeking indemnification by virtue of
acting in some capacity with a constituent corporation would stand in the same
position as if such person had served the resulting or surviving corporation in
the same capacity.

         The By-Laws of the Company provide for indemnification of directors and
officers of the Company to the maximum extent permitted by the DGCL.


Item 8.  Exhibits.
         --------

         See Exhibit Index located at page 6 hereof.

Item 9.  Undertakings.
         ------------

         (a)     The undersigned Registrant hereby undertakes:

                 (1)     To file, during any period in which offers and 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;

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

                         (iii)   To include any material information with
                 respect to the plan of distribution 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
registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)     That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

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

         (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee


                                    -2-
<PAGE> 4

benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.


                                    -3-
<PAGE> 5


                                  SIGNATURES

         The Registrant.  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 Village of Bannockburn, State of Illinois, on October
28, 1998.

                                        OPTION CARE,  INC.


                                        By /s/ John N. Kapoor
                                           -------------------------------------
                                           John N. Kapoor, Chairman of the Board

                                POWER OF ATTORNEY
                                -----------------

         We, the undersigned officers and directors of Option Care, Inc.,
hereby severally and individually constitute and appoint John N. Kapoor and Erik
E. Hanson, and each of them, the true and lawful attorneys and agents of each of
us to execute in the name, place and stead of each of us (individually and in
any capacity stated below) any and all amendments to this Registration Statement
on Form S-8 relating to the Option Care, Inc. Amended and Restated Stock Option
Plan (1997) and all instruments necessary or advisable in connection therewith
and to file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the others and to
have full power and authority to do and perform in the name and on behalf of
each of the undersigned every act whatsoever necessary or advisable to be done
in the premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents or each of
them to any and all such amendments and instruments.

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

<TABLE>
<CAPTION>
              Signature                            Title                                 Date
              ---------                            -----                                 ----
<C>                                      <S>                                         <C>

/s/ John N. Kapoor                       Chairman of the Board                       October 28, 1998
----------------------------------       and Director
John N. Kapoor



/s/ Michael A. Rusnak                    President and Chief Executive               October 28, 1998
----------------------------------       Officer
Michael A. Rusnak



/s/ Michael A. Siri                      Chief Financial Officer and                 October 28, 1998
----------------------------------       Vice-President
Michael A. Siri



/s/ James G. Andress                     Director                                    October 28, 1998
----------------------------------
James G. Andress


                                    -4-
<PAGE> 6


/s/ Jerome F. Sheldon                    Director                                    October 28, 1998
----------------------------------
Jerome F. Sheldon


/s/ Roger W. Stone                       Director                                    October 28, 1998
----------------------------------
Roger W. Stone
</TABLE>


                                    -5-
<PAGE> 7


<TABLE>
                                                           EXHIBIT INDEX
                                                           -------------
<CAPTION>
    Exhibit No.                                                                                                             Page
    -----------                                                                                                             ----
<C>                  <S>                                                                                                    <C>

        4.1(a)       Certificate of Incorporation of the Company, together with Certificate of
                     Amendment thereto incorporated herein by reference to Exhibit 3(a) to the
                     Company's Registration Statement on Form S-1 (Registration File No.
                     33-45836) filed February 19, 1992.<F*>

        4.1(b)       Certificate of Amendment to the Certificate of Incorporation of the
                     Company incorporated herein by reference to Exhibit 3(c) to the Company's
                     Registration Statement on Form S-1 (Registration File No. 33-45836) filed
                     April 15, 1992.<F*>

        4.2          Amended and Restated By-laws of the Company, incorporated herein by
                     reference to Exhibit 10.5 to the Company's Report on Form 10-K for the
                     year ended December 31, 1994.<F*>

        5.1          Opinion of Thompson Coburn as to the legality of the securities being
                     registered.<F**>

       23.1          Consent of KPMG Peat Marwick LLP with regard to use of its report in the
                     Company's financial statements.<F**>

       23.2          Consent of Thompson Coburn (included in Exhibit 5.1).

       24.1          Power of Attorney (included on signature page hereto).

       99.1          Option Care, Inc. Amended and Restated Stock Incentive Plan (1997).<F**>

<FN>
----------------------
<F*>   Previously filed.
<F**>  Filed herewith.
</TABLE>


                                    -6-
[{"type": "S-8", "sequence": "1", "description": "OPTION CARE, INC. FORM S-8", "secsgml_size_bytes": 19509}]
{"company-data": {"conformed-name": "OPTION CARE INC/DE", "cik": "0000884064", "assigned-sic": "8082", "irs-number": "363791193", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66255", "film-number": "98732333"}, "business-address": {"street1": "100 CORPORATE N STE 212", "city": "BANNOCKBURN", "state": "IL", "zip": "60015", "phone": "8476151690"}, "mail-address": {"street1": "100 CORPORATE NORTH STE 212", "city": "BANNOCKBURN", "state": "IL", "zip": "60015"}}
1
  As Filed with the Securities and Exchange Commission on October 28, 1998
                                                      Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  ----------

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

                                  ----------

                               OPTION CARE, INC.
               (Exact name of registrant as specified in charter)

                DELAWARE                                    36-3791193
(State or other jurisdiction of incorporation    (I.R.S. Employer Identification
              or organization)                                Number)

   100 CORPORATE NORTH, SUITE 212
        BANNOCKBURN, ILLINOIS                                60015
(Address of principal executive offices)                   (Zip Code)

                                  ----------

                               OPTION CARE, INC.
                             AMENDED AND RESTATED
                             STOCK INCENTIVE PLAN
                                   (1997)
                           (Full title of the plan)

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

                               John N. Kapoor
                                  Chairman
                              Option Care, Inc.
                       100 Corporate North, Suite 212
                        Bannockburn, Illinois  60015
                   (Name and address of agent for service)

                          Telephone:  (708)  615-1690
                                  ----------
                                   Copy to:

          CATHY BELLEHEUMER                           BENJAMIN H. HULSEY
           General Counsel                             Thompson Coburn
          Option Care, Inc.                           One Mercantile Center
   100 Corporate North, Suite 212                   St. Louis, Missouri 63101
    Bannockburn, Illinois 60015                        (314) 552-6000
          (708) 615-1690

                                                  CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of Securities to        Amount to be          Proposed Maximum       Proposed Maximum Aggregate
    be Registered              Registered     Offering Price Per Share
Offering Price
Amount of Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value   1,300,000                    $1.34                       $ 1,742,000               $484.28
                                shares
====================================================================================================================================
Estimated solely for purposes of computing the Registration Fee pursuant to
     the provisions of Section 457(c), based upon the average of the high and
     low sale prices of common stock, $0.01 par value, of the Registrant as
     reported on the Nasdaq National Market System on October 22, 1998.
The Registrant previously paid $820.31 on July 27, 1993 in connection with
     the Registrant's Registration Statement on Form S-8 (File No. 33-66592) to
     register 700,000 shares of Option Care, Inc. common stock to be issued
     pursuant to the Option Care, Inc. 1991 Stock Incentive Plan (the "Plan").
     This filing is solely to register 1,300,000 additional shares which may
     be issued pursuant to that Plan, as amended.
984924
2

Item 3.  Incorporation of Documents by Reference.
         ---------------------------------------

         The following documents filed by the Company with the Securities and
Exchange Commission under the Securities Exchange Act of 1934 (the "Exchange
Act") are incorporated herein by reference:

         (a)  The Company's Annual Report on Form 10-K for the year ended
              December 31, 1997.

         (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
              ended March 31, 1998 and June 30, 1998.

         (c)  The Company's Current Report on Form 8-K dated June 18, 1998.

         (d)  The description of the Company's common stock, par value $0.01 per
              share (the "Common Stock") set forth in Item 1 of the Company's
              Registration Statement on Form 8-A, dated February 20, 1992, and
              any amendment or report filed for the purpose of updating such
              description.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof 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 remaining unsold,
shall be deemed to be incorporated by reference herein and made a part hereof
from the date any such document is filed.  The information relating to the
Company contained in this Registration Statement does not purport to be
complete and should be read together with the information in the documents
incorporated by reference herein.  Any statement contained herein or in a
document incorporated herein by reference shall be deemed to be modified or
superseded for purposes hereof to the extent that a subsequent statement
contained herein or in any other subsequently filed document incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

         Where any document or part thereof is incorporated by reference in the
Registration Statement, the Company will provide without charge to each person
to whom a Prospectus with respect to the Plans is delivered, upon written or
oral request of such person, a copy of any and all of the information
incorporated by reference in the Registration Statement, excluding exhibits
unless such exhibits are specifically incorporated by reference.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         The following is a summary of Section 145 of the General Corporation
Law of the State of Delaware (the "DGCL").

         Subject to restrictions contained in the DGCL, a corporation may
indemnify any person, who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection therewith if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, in connection with any criminal action or
proceedings, had no reasonable cause to believe that such person's conduct was
unlawful.  A person who is successful on the merits or otherwise in any suit or
matter covered by the indemnification statute, shall be indemnified and
indemnification is otherwise authorized upon a determination that the person to
be indemnified has met the applicable standard of conduct required.  Such
determination shall be made by a majority vote of the board of directors who
were not parties to such action, suit or proceeding, even though less than a
quorum, or if there are no such directors, or if such directors so direct, by
special independent counsel in a written opinion, or by the stockholders.
Expenses incurred in defense may be paid in advance upon
3

receipt by the corporation of a written undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that the
recipient is not entitled to indemnification under the statute.  The
indemnification provided by statute is entitled under any by-law, agreement,
vote of stockholders or disinterested directors or otherwise, and shall inure to
the benefit of the heirs, executors and administrators of such person.
Insurance may be purchased on behalf of any person entitled to indemnification
by the corporation against any liability asserted against him or her and
incurred in an official capacity regardless of whether the person could be
indemnified under the statute.  References to the corporation include all
constituent corporations absorbed in a consolidation or merger as well
as the resulting corporation, and anyone seeking indemnification by virtue of
acting in some capacity with a constituent corporation would stand in the same
position as if such person had served the resulting or surviving corporation in
the same capacity.

         The By-Laws of the Company provide for indemnification of directors and
officers of the Company to the maximum extent permitted by the DGCL.

Item 8.  Exhibits.
         --------

         See Exhibit Index located at page 6 hereof.

Item 9.  Undertakings.
         ------------

         (a)     The undersigned Registrant hereby undertakes:

                 (1)     To file, during any period in which offers and 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;

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

                         (iii)   To include any material information with
                 respect to the plan of distribution 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
registration statement is on Form S-3 or Form S-8, and 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 Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

                 (2)     That, for the purpose of determining any liability
         under the Securities Act of 1933, each such post-effective amendment
         shall be deemed to be a new registration statement relating to the
         securities offered therein, and the offering of such securities at that
         time shall be deemed to be the initial bona fide offering thereof.

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

         (b)     The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee

                                    -2-
4

benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

         (c)     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.

                                    -3-
5

                                  SIGNATURES

         The Registrant.  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 Village of Bannockburn, State of Illinois, on October
28, 1998.

                                        OPTION CARE,  INC.

                                        By /s/ John N. Kapoor
                                           -------------------------------------
                                           John N. Kapoor, Chairman of the Board

                                POWER OF ATTORNEY
                                -----------------

         We, the undersigned officers and directors of Option Care, Inc.,
hereby severally and individually constitute and appoint John N. Kapoor and Erik
E. Hanson, and each of them, the true and lawful attorneys and agents of each of
us to execute in the name, place and stead of each of us (individually and in
any capacity stated below) any and all amendments to this Registration Statement
on Form S-8 relating to the Option Care, Inc. Amended and Restated Stock Option
Plan (1997) and all instruments necessary or advisable in connection therewith
and to file the same with the Securities and Exchange Commission, each of said
attorneys and agents to have the power to act with or without the others and to
have full power and authority to do and perform in the name and on behalf of
each of the undersigned every act whatsoever necessary or advisable to be done
in the premises as fully and to all intents and purposes as any of the
undersigned might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents or each of
them to any and all such amendments and instruments.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature                            Title                                 Date
              ---------                            -----                                 ----
/s/ John N. Kapoor                       Chairman of the Board                       October 28, 1998
----------------------------------       and Director
John N. Kapoor

/s/ Michael A. Rusnak                    President and Chief Executive               October 28, 1998
----------------------------------       Officer
Michael A. Rusnak

/s/ Michael A. Siri                      Chief Financial Officer and                 October 28, 1998
----------------------------------       Vice-President
Michael A. Siri

/s/ James G. Andress                     Director                                    October 28, 1998
----------------------------------
James G. Andress

                                    -4-
6

/s/ Jerome F. Sheldon                    Director                                    October 28, 1998
----------------------------------
Jerome F. Sheldon

/s/ Roger W. Stone                       Director                                    October 28, 1998
----------------------------------
Roger W. Stone
-5-
7

                                                           EXHIBIT INDEX
                                                           -------------
Exhibit No.                                                                                                             Page
    -----------                                                                                                             ----
4.1(a)       Certificate of Incorporation of the Company, together with Certificate of
                     Amendment thereto incorporated herein by reference to Exhibit 3(a) to the
                     Company's Registration Statement on Form S-1 (Registration File No.
                     33-45836) filed February 19, 1992.
4.1(b)       Certificate of Amendment to the Certificate of Incorporation of the
                     Company incorporated herein by reference to Exhibit 3(c) to the Company's
                     Registration Statement on Form S-1 (Registration File No. 33-45836) filed
                     April 15, 1992.
4.2          Amended and Restated By-laws of the Company, incorporated herein by
                     reference to Exhibit 10.5 to the Company's Report on Form 10-K for the
                     year ended December 31, 1994.
5.1          Opinion of Thompson Coburn as to the legality of the securities being
                     registered.
23.1          Consent of KPMG Peat Marwick LLP with regard to use of its report in the
                     Company's financial statements.
23.2          Consent of Thompson Coburn (included in Exhibit 5.1).

       24.1          Power of Attorney (included on signature page hereto).

       99.1          Option Care, Inc. Amended and Restated Stock Incentive Plan (1997).
----------------------
Previously filed.
Filed herewith.
-6-