<PAGE>
    As filed with the Securities and Exchange Commission on November 7, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

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

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  ------------
                                 VITALWORKS INC.

             (Exact name of registrant as specified in its charter)

            DELAWARE                                      59-2248411
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                     Identification Number)

       239 ETHAN ALLEN HIGHWAY                              06877
            RIDGEFIELD, CT                                (Zip Code)
(Address of Principal Executive Offices)


                           2000 BROAD-BASED STOCK PLAN

                                 JOSEPH M. WALSH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             239 ETHAN ALLEN HIGHWAY
                              RIDGEFIELD, CT 06877
                     (Name and Address of Agent for Service)

                                 (203) 894-1300
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                      PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
     TO BE REGISTERED           REGISTERED (1)            SHARE (2)              PRICE (2)         REGISTRATION FEE
<S>                             <C>                  <C>                    <C>                    <C>
2000 Broad-Based Stock Plan      21,166,700 shares         $3.58              $75,776,786            $18,944.00
($.001 par value)
</TABLE>


         (1)      Pursuant to Rule 416(a), this Registration Statement also
                  covers additional securities that may be offered as a result
                  of stock splits, stock dividends or similar transactions
                  relating to the shares covered by this Registration Statement.
                  The 10,000,000 shares originally reserved for issuance under
                  the Plan, as adopted by the company effective June 13, 2000,
                  were adjusted by a factor of 2.11667 in connection with the
                  distribution of PracticeWorks, Inc.

         (2)      Estimated solely for purposes of calculating the registration
                  fee, and based upon the average price of the Registrant's
                  Common Stock on November 1, 2001 in accordance with Rule
                  457(h) under the Securities Act.
<PAGE>
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plan specified on the cover page of this
Registration Statement of VitalWorks Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

         All share and per share information in this registration statement
reflects a 2-for-1 stock split in the form of a stock dividend paid by the
Registrant on August 19, 1999.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000.

         (2)      The Registrant's Quarterly Reports on Form 10-Q filed under
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") for the quarters ended March 31, 2001 and June 30, 2001.

         (3)      Current Reports on Form 8-K and Form 8-K/A filed by the
                  Registrant on June 6, 2001, March 21, 2001, March 20, 2001,
                  March 16, 2001, March 8, 2001 and February 21, 2001.

         (4)      The Registrant's Registration Statement on Form 8-A (with
                  respect to the description of its Common Stock), as filed on
                  January 28, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.
<PAGE>
Item 6.  Indemnification

         The Registrant's bylaws provide that the Registrant shall, to the full
extent permitted by Section 145, indemnify any person, made or threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is, was or is about to become an officer, director, employee or
agent of the Registrant. The Registrant shall pay the expenses (including
attorneys' fees) incurred by a person in defending any proceeding in advance of
its final disposition, provided, however, that, to the extent required by law,
such payment of expenses in advance of the final disposition of the proceeding
shall be made by the Registrant only upon receipt of an undertaking by the
person to repay all amounts advanced if it should be ultimately determined that
the person is not entitled to be indemnified.

         In addition, the Registrant's certificate of incorporation eliminates
or limits personal liability of its directors to the full extent permitted by
Section 102(b)(7) of the Delaware General Corporation Law.

         Section 102(b)(7) provides that a corporation may eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is, or is threatened to be
made, a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his conduct was unlawful; provided
that, in the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

Item 8.  Exhibits

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
<PAGE>
Item 9.  Undertakings

         a.       The Registrant hereby undertakes:

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

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

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

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

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

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

         b. The 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

         c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the 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,
<PAGE>
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.
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Ridgefield, Connecticut on the 2nd day of November, 2001.

                                  By:      /s/ Joseph M. Walsh
                                           -------------------------------------
                                           Joseph M. Walsh
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of VitalWorks Inc. hereby
severally constitute and appoint Joseph M. Walsh and Michael A. Manto, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable VitalWorks Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
     Signature                                          Title(s)                                      Date
     ---------                                          --------                                      ----
<S>                                        <C>                                                <C>
/s/ Joseph M. Walsh                        President and Chief Executive Officer              November 2, 2001
---------------------------------          and Chairman of the Board of Directors (Principal
Joseph M. Walsh                            Executive Officer)



/s/ Michael A. Manto                       Chief Financial Officer, Executive Vice President  November 2, 2001
---------------------------------          and Director (Principal
Michael A. Manto                           Financial and Accounting Officer)


/s/ Stephen N. Kahane, M.D., M.S.          Chief Strategy Officer, Vice Chairman              November 5, 2001
---------------------------------          and Director
Stephen N. Kahane, M.D., M.S.


/s/ Kenneth R. Adams                       Director                                           November 2, 2001
---------------------------------
Kenneth R. Adams

/s/ Stephen J. DeNelsky                    Director                                           November 2, 2001
---------------------------------
Stephen J. DeNelsky

/s/ David B. Shepherd                      Director                                           November 4, 2001
---------------------------------
David B. Shepherd
</TABLE>
<PAGE>
                                  Exhibit Index

Exhibit
Number           Description

4.1              Certificate of Incorporation of the Registrant with all
                 amendments thereto (incorporated by reference to Exhibit 3.1
                 to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1999)

4.2              Second Amended and Restated Bylaws of the Registrant
                 (incorporated by reference to Exhibit 3.2 to the Registrant's
                 Annual Report on Form 10-K for the fiscal year ended December
                 31, 1999)

4.3              Specimen Certificate for shares of Common Stock, $.001 par
                 value per share, of the Registrant (incorporated by reference
                 to Exhibit 4.2 to the Registrant's Registration Statement on
                 Form SB-2) (Registration No. 333-18923)

5.1              Opinion of Hale and Dorr LLP

23.1             Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2             Consent of BDO Seidman, LLP

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

--------------------
[{"type": "S-8", "sequence": "1", "filename": "y54550s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17562}]
{"company-data": {"conformed-name": "VITALWORKS INC", "cik": "0001028584", "assigned-sic": "7372", "irs-number": "592248411", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72890", "film-number": "1776803"}, "business-address": {"street1": "239 ETHAN ALLEN HIGHWAY", "city": "RIDGEFIELD", "state": "CT", "zip": "06877", "phone": "2038941300"}, "mail-address": {"street1": "239 ETHAN ALLEN HIGHWAY", "city": "RIDGEFIELD", "state": "CT", "zip": "06877"}, "former-company": [{"former-conformed-name": "INFOCURE CORP", "date-changed": "19961209"}, {"former-conformed-name": "VITAL WORKS INC", "date-changed": "20010806"}]}
As filed with the Securities and Exchange Commission on November 7, 2001
                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM S-8

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

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                                  ------------
                                 VITALWORKS INC.

             (Exact name of registrant as specified in its charter)

            DELAWARE                                      59-2248411
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                     Identification Number)

       239 ETHAN ALLEN HIGHWAY                              06877
            RIDGEFIELD, CT                                (Zip Code)
(Address of Principal Executive Offices)

                           2000 BROAD-BASED STOCK PLAN

                                 JOSEPH M. WALSH
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                             239 ETHAN ALLEN HIGHWAY
                              RIDGEFIELD, CT 06877
                     (Name and Address of Agent for Service)

                                 (203) 894-1300
                     (Telephone number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM       PROPOSED MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE        OFFERING PRICE PER     AGGREGATE OFFERING        AMOUNT OF
     TO BE REGISTERED           REGISTERED (1)            SHARE (2)              PRICE (2)         REGISTRATION FEE
2000 Broad-Based Stock Plan      21,166,700 shares         $3.58              $75,776,786            $18,944.00
($.001 par value)
(1)      Pursuant to Rule 416(a), this Registration Statement also
                  covers additional securities that may be offered as a result
                  of stock splits, stock dividends or similar transactions
                  relating to the shares covered by this Registration Statement.
                  The 10,000,000 shares originally reserved for issuance under
                  the Plan, as adopted by the company effective June 13, 2000,
                  were adjusted by a factor of 2.11667 in connection with the
                  distribution of PracticeWorks, Inc.

         (2)      Estimated solely for purposes of calculating the registration
                  fee, and based upon the average price of the Registrant's
                  Common Stock on November 1, 2001 in accordance with Rule
                  457(h) under the Securities Act.
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plan specified on the cover page of this
Registration Statement of VitalWorks Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").

         All share and per share information in this registration statement
reflects a 2-for-1 stock split in the form of a stock dividend paid by the
Registrant on August 19, 1999.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:

         (1)      The Registrant's Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2000.

         (2)      The Registrant's Quarterly Reports on Form 10-Q filed under
                  the Securities Exchange Act of 1934, as amended (the "Exchange
                  Act") for the quarters ended March 31, 2001 and June 30, 2001.

         (3)      Current Reports on Form 8-K and Form 8-K/A filed by the
                  Registrant on June 6, 2001, March 21, 2001, March 20, 2001,
                  March 16, 2001, March 8, 2001 and February 21, 2001.

         (4)      The Registrant's Registration Statement on Form 8-A (with
                  respect to the description of its Common Stock), as filed on
                  January 28, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.
Item 6.  Indemnification

         The Registrant's bylaws provide that the Registrant shall, to the full
extent permitted by Section 145, indemnify any person, made or threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is, was or is about to become an officer, director, employee or
agent of the Registrant. The Registrant shall pay the expenses (including
attorneys' fees) incurred by a person in defending any proceeding in advance of
its final disposition, provided, however, that, to the extent required by law,
such payment of expenses in advance of the final disposition of the proceeding
shall be made by the Registrant only upon receipt of an undertaking by the
person to repay all amounts advanced if it should be ultimately determined that
the person is not entitled to be indemnified.

         In addition, the Registrant's certificate of incorporation eliminates
or limits personal liability of its directors to the full extent permitted by
Section 102(b)(7) of the Delaware General Corporation Law.

         Section 102(b)(7) provides that a corporation may eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.

         Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is, or is threatened to be
made, a party by reason of such position, if such person shall have acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, in any criminal proceeding, if such
person had no reasonable cause to believe his conduct was unlawful; provided
that, in the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

Item 7.  Exemption from Registration Claimed

                  Not applicable.

Item 8.  Exhibits

                  The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9.  Undertakings

         a.       The Registrant hereby undertakes:

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

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

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

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

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

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

         b. The 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 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be in the initial bona fide offering
thereof.

         c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the 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
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act, 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 Ridgefield, Connecticut on the 2nd day of November, 2001.

                                  By:      /s/ Joseph M. Walsh
                                           -------------------------------------
                                           Joseph M. Walsh
                                           President and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of VitalWorks Inc. hereby
severally constitute and appoint Joseph M. Walsh and Michael A. Manto, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable VitalWorks Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

         Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature                                          Title(s)                                      Date
     ---------                                          --------                                      ----
/s/ Joseph M. Walsh                        President and Chief Executive Officer              November 2, 2001
---------------------------------          and Chairman of the Board of Directors (Principal
Joseph M. Walsh                            Executive Officer)

/s/ Michael A. Manto                       Chief Financial Officer, Executive Vice President  November 2, 2001
---------------------------------          and Director (Principal
Michael A. Manto                           Financial and Accounting Officer)

/s/ Stephen N. Kahane, M.D., M.S.          Chief Strategy Officer, Vice Chairman              November 5, 2001
---------------------------------          and Director
Stephen N. Kahane, M.D., M.S.

/s/ Kenneth R. Adams                       Director                                           November 2, 2001
---------------------------------
Kenneth R. Adams

/s/ Stephen J. DeNelsky                    Director                                           November 2, 2001
---------------------------------
Stephen J. DeNelsky

/s/ David B. Shepherd                      Director                                           November 4, 2001
---------------------------------
David B. Shepherd
Exhibit Index

Exhibit
Number           Description

4.1              Certificate of Incorporation of the Registrant with all
                 amendments thereto (incorporated by reference to Exhibit 3.1
                 to the Registrant's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1999)

4.2              Second Amended and Restated Bylaws of the Registrant
                 (incorporated by reference to Exhibit 3.2 to the Registrant's
                 Annual Report on Form 10-K for the fiscal year ended December
                 31, 1999)

4.3              Specimen Certificate for shares of Common Stock, $.001 par
                 value per share, of the Registrant (incorporated by reference
                 to Exhibit 4.2 to the Registrant's Registration Statement on
                 Form SB-2) (Registration No. 333-18923)

5.1              Opinion of Hale and Dorr LLP

23.1             Consent of Hale and Dorr LLP (included in Exhibit 5.1)

23.2             Consent of BDO Seidman, LLP

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

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