<PAGE>
      As filed with the Securities and Exchange Commission on June 15, 1999

                                                      Registration No. 333-
 =============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          GENESIS HEALTH VENTURES, INC.
             (Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S>                                              <C>                                                        <C>
Pennsylvania                                     101 East State Street                                      06-1132947
(State or other jurisdiction of            Kennett Square, Pennsylvania 19348                         (I.R.S. Employer
incorporation or organization)    (Address of Principal Executive Offices) (Zip Code)           Identification Number)
</TABLE>

                          GENESIS HEALTH VENTURES, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN

                          GENESIS HEALTH VENTURES, INC.
                  1998 NONQUALIFIED EMPLOYEE STOCK OPTION PLAN

                  GENESIS HEALTH VENTURES, INC. RETIREMENT PLAN

                                Michael R. Walker
                      Chairman and Chief Executive Officer
                          Genesis Health Ventures, Inc.
                              101 East State Street
                       Kennett Square, Pennsylvania 19348
                                 (610) 444-6350
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)


                          Copies of Communications to:
                           Richard J. McMahon, Esquire
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5554
<TABLE>
<CAPTION>
                                          CALCULATION OF REGISTRATION FEE
========================================================================================================================

                                                           Proposed maximum     Proposed maximum
        Title of securities             Amount to be      offering price per        aggregate             Amount of
          to be registered           registered (2)(3)          share            offering price      registration fee(5)
------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>               <C>                        <C>
Common Stock, par value $.02             3,000,000           $4.6875(4)          $14,062,500(4)          $3,909.38
per share (1)                             shares
========================================================================================================================
</TABLE>

(1)  Includes associated preferred share purchase rights issued under the Rights
     Agreement between Genesis Health Ventures, Inc. and ChaseMellon Shareholder
     Services, LLC, as Rights Agent dated as of April 20, 1995, which are
     currently transferable with and only with the shares of Common Stock
     registered hereby.

(2)  This registration statement covers shares of Common Stock of Genesis Health
     Ventures, Inc. which may be offered or sold pursuant to the Amended and
     Restated Employee Stock Option Plan, the 1998 NonQualified Employee Stock
     Option Plan and the Retirement Plan.

(3)  This registration statement also relates to an indeterminate number of
     shares of Common Stock that may be issued upon stock splits, stock
     dividends or similar transactions in accordance with Rule 416.

(4)  Pursuant to Rule 457(h), based upon the average of the high and low sale
     prices of Genesis Health Ventures, Inc. Common Stock, par value $.02 per
     share, reported on the New York Stock Exchange on June 14, 1999.

(5) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000278.

<PAGE>

PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.
-------------------------

              The document(s) containing the information specified in Item 1
will be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.
--------------------------------------------------------------------

              The document(s) containing the information specified in Item 2
will be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

PART II.      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

              The following documents filed with the Commission are incorporated
herein by reference:

              (i) The Company's Annual Report on Form 10-K as amended for the
fiscal year ended September 30, 1998;

              (ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the Annual Report on Form 10-K as amended referred to in (i)
above;

              (iii) The description of the Company's Common Stock is
incorporated by reference to the Company's Registration Statement on Form 8-A
(File No. 1-11666) filed on April 16, 1992 under the Securities Exchange Act of
1934, as amended; and

              (iv) The description of the Company's Series A Junior
Participating Preferred Share Purchase Rights is incorporated by reference to
the Company's Registration Statement on Form 8-A (File No. 1-11666) filed on May
11, 1995 under the Securities Exchange Act of 1934, as amended.

              All reports and other documents subsequently 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, after the date of this Registration
Statement but prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold hereunder, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities.
----------------------------------

              Not Applicable.

Item 5. Interests of Named Experts and Counsel.
-----------------------------------------------

              Certain legal matters with respect to the legality of the Common
Stock offered hereby will be passed upon for the Company by Blank Rome Comisky &
McCauley LLP, Philadelphia, Pennsylvania. Stephen Luongo, a partner in Blank
Rome Comisky & McCauley LLP, is the beneficial owner of 56,518 shares of Common
Stock, including shares relating to 34,900 options received under the Genesis
Health Ventures, Inc. 1992 Stock Option Plan for Non-Employee Directors (the
"Director Plan"), and will receive future option grants under the Director Plan.


                                       -2-

<PAGE>

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

              Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.

              Under Section 1741, subject to certain limitations, a corporation
has the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his or her being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Under Section
1743, indemnification is mandatory to the extent that the officer or director
has been successful on the merits or otherwise in defense of any action or
proceeding if the appropriate standards of conduct are met.

              Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.

              Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.

              Section 1745 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action or
proceeding may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation.

              Section 1746 provides generally that, except in any case where the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.

              Section 1747 grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether or
not the corporation would have the power to indemnify him or her against the
liability under Subchapter 17D of the BCL.

              Section 1748 and 1749 extend the indemnification and advancement
of expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.

              Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as

                                       -3-

<PAGE>



to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs and personal representative of such
person.

              The Company's Bylaws provide in general that the Company shall
indemnify its officers and directors to the fullest extent authorized by law.

Item 7. Exemption from Registration Claimed.
--------------------------------------------

              Not Applicable.

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

              The following exhibits are filed as part of this Registration
Statement or, where so indicated, have been previously filed and are
incorporated herein by reference.
<TABLE>
<CAPTION>

     Exhibit No.                                    Description
     -----------                                    -----------
<S>      <C>                                        <C>
         5.1                                       Opinion of Counsel regarding legality
        23.1                                       Consent of KPMG LLP
        23.2                                       Consent of Counsel (included as part of Exhibit 5.1)
        24.1                                       Power of Attorney (included on page 6)
        99.1                                       Amended and Restated Employee Stock Option Plan
        99.2                                       Retirement Plan
        99.3 (1)                                   1998 Non-Qualified Employee Stock Option Plan
----------------------
</TABLE>

              (1) Incorporated by reference to the Company's Form 10-K for the
                  fiscal year ended September 30, 1998.

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

              (a) The undersigned registrant hereby undertakes:

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

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

                      (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 not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;


                                       -4-

<PAGE>

              Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or 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, as amended, that are
incorporated by reference in the Registration Statement.

                  (2) That for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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, as
amended, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934, as amended) 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, as amended, 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.


                                       -5-

<PAGE>
                                   SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all 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 Kennett Square, Pennsylvania, on the date indicated.

Date: June 15, 1999                         GENESIS HEALTH VENTURES, INC.


                                            By:  /s/ Michael R. Walker
                                                ------------------------------
                                                 Michael R. Walker
                                                 Chairman, Chief Executive
                                                 Officer and Director

              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael R. Walker and Richard R. Howard
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution of resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>
         Name                                   Capacity                              Date
         ----                                   --------                              ----
<S>                                  <C>                                          <C>
/s/ Michael R. Walker                Chairman, Director and Chief Executive       June 15, 1999
--------------------------           Officer
Michael R. Walker

/s/ Richard R. Howard
--------------------------           President and Director                       June 15, 1999
Richard R. Howard

/s/ George V. Hager, Jr.             Senior Vice President and Chief              June 15, 1999
--------------------------           Financial Officer
George V. Hager, Jr.

/s/ James V. McKeon
--------------------------           Vice President and Corporate Controller      June 15, 1999
James V. McKeon

/s/ Jack R. Anderson
--------------------------           Director                                     June 15, 1999
Jack R. Anderson

--------------------------           Director                                     June   , 1999
Roger C. Lipitz

</TABLE>


                                       -6-

<PAGE>

<TABLE>
<CAPTION>

<S>                                 <C>                                           <C>

--------------------------           Director                                     June   , 1999
Alan B. Miller

/s/ Samuel H. Howard
--------------------------           Director                                     June 15, 1999
Samuel H. Howard

/s/ Stephen E. Luongo
--------------------------           Director                                     June 15, 1999
Stephen E. Luongo
</TABLE>



                                       -7-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21725}]
{"company-data": {"conformed-name": "GENESIS HEALTH VENTURES INC /PA", "cik": "0000874265", "assigned-sic": "8051", "irs-number": "061132947", "state-of-incorporation": "PA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80665", "film-number": "99646490"}, "business-address": {"street1": "101 EAST STATE STREET", "city": "KENNETT SQUARE", "state": "PA", "zip": "19348", "phone": "6104446350"}, "mail-address": {"street1": "101 EAST STATE STREET", "city": "KENNETT SQUARE", "state": "PA", "zip": "19348"}}
As filed with the Securities and Exchange Commission on June 15, 1999

                                                      Registration No. 333-
 =============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  ------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          GENESIS HEALTH VENTURES, INC.
             (Exact name of Registrant as specified in its charter)
Pennsylvania                                     101 East State Street                                      06-1132947
(State or other jurisdiction of            Kennett Square, Pennsylvania 19348                         (I.R.S. Employer
incorporation or organization)    (Address of Principal Executive Offices) (Zip Code)           Identification Number)
GENESIS HEALTH VENTURES, INC.
                 AMENDED AND RESTATED EMPLOYEE STOCK OPTION PLAN

                          GENESIS HEALTH VENTURES, INC.
                  1998 NONQUALIFIED EMPLOYEE STOCK OPTION PLAN

                  GENESIS HEALTH VENTURES, INC. RETIREMENT PLAN

                                Michael R. Walker
                      Chairman and Chief Executive Officer
                          Genesis Health Ventures, Inc.
                              101 East State Street
                       Kennett Square, Pennsylvania 19348
                                 (610) 444-6350
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                          Copies of Communications to:
                           Richard J. McMahon, Esquire
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103
                                 (215) 569-5554
CALCULATION OF REGISTRATION FEE
========================================================================================================================

                                                           Proposed maximum     Proposed maximum
        Title of securities             Amount to be      offering price per        aggregate             Amount of
          to be registered           registered (2)(3)          share            offering price      registration fee(5)
------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.02             3,000,000           $4.6875(4)          $14,062,500(4)          $3,909.38
per share (1)                             shares
========================================================================================================================
(1)  Includes associated preferred share purchase rights issued under the Rights
     Agreement between Genesis Health Ventures, Inc. and ChaseMellon Shareholder
     Services, LLC, as Rights Agent dated as of April 20, 1995, which are
     currently transferable with and only with the shares of Common Stock
     registered hereby.

(2)  This registration statement covers shares of Common Stock of Genesis Health
     Ventures, Inc. which may be offered or sold pursuant to the Amended and
     Restated Employee Stock Option Plan, the 1998 NonQualified Employee Stock
     Option Plan and the Retirement Plan.

(3)  This registration statement also relates to an indeterminate number of
     shares of Common Stock that may be issued upon stock splits, stock
     dividends or similar transactions in accordance with Rule 416.

(4)  Pursuant to Rule 457(h), based upon the average of the high and low sale
     prices of Genesis Health Ventures, Inc. Common Stock, par value $.02 per
     share, reported on the New York Stock Exchange on June 14, 1999.

(5) Calculated pursuant to Section 6(b) as follows: proposed maximum aggregate
offering price multiplied by .000278.
PART I.       INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.
-------------------------

              The document(s) containing the information specified in Item 1
will be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.
--------------------------------------------------------------------

              The document(s) containing the information specified in Item 2
will be sent or given to employees as specified in Rule 428(b)(1) and are not
required to be filed as part of this Registration Statement.

PART II.      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

              The following documents filed with the Commission are incorporated
herein by reference:

              (i) The Company's Annual Report on Form 10-K as amended for the
fiscal year ended September 30, 1998;

              (ii) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, since the end of the fiscal
year covered by the Annual Report on Form 10-K as amended referred to in (i)
above;

              (iii) The description of the Company's Common Stock is
incorporated by reference to the Company's Registration Statement on Form 8-A
(File No. 1-11666) filed on April 16, 1992 under the Securities Exchange Act of
1934, as amended; and

              (iv) The description of the Company's Series A Junior
Participating Preferred Share Purchase Rights is incorporated by reference to
the Company's Registration Statement on Form 8-A (File No. 1-11666) filed on May
11, 1995 under the Securities Exchange Act of 1934, as amended.

              All reports and other documents subsequently 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, after the date of this Registration
Statement but prior to the filing of a post-effective amendment which indicates
that all securities offered hereunder have been sold or which deregisters all
securities then remaining unsold hereunder, shall be deemed to be incorporated
by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents.

Item 4. Description of Securities.
----------------------------------

              Not Applicable.

Item 5. Interests of Named Experts and Counsel.
-----------------------------------------------

              Certain legal matters with respect to the legality of the Common
Stock offered hereby will be passed upon for the Company by Blank Rome Comisky &
McCauley LLP, Philadelphia, Pennsylvania. Stephen Luongo, a partner in Blank
Rome Comisky & McCauley LLP, is the beneficial owner of 56,518 shares of Common
Stock, including shares relating to 34,900 options received under the Genesis
Health Ventures, Inc. 1992 Stock Option Plan for Non-Employee Directors (the
"Director Plan"), and will receive future option grants under the Director Plan.

                                       -2-
Item 6. Indemnification of Directors and Officers.
--------------------------------------------------

              Sections 1741 through 1750 of Subchapter D, Chapter 17, of the
Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), contain
provisions for mandatory and discretionary indemnification of a corporation's
directors, officers and other personnel, and related matters.

              Under Section 1741, subject to certain limitations, a corporation
has the power to indemnify directors and officers under certain prescribed
circumstances against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
an action or proceeding, whether civil, criminal, administrative or
investigative, to which any of them is a party by reason of his or her being a
representative, director or officer of the corporation or serving at the request
of the corporation as a representative of another corporation, partnership,
joint venture, trust or other enterprise, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal proceeding, had
no reasonable cause to believe his or her conduct was unlawful. Under Section
1743, indemnification is mandatory to the extent that the officer or director
has been successful on the merits or otherwise in defense of any action or
proceeding if the appropriate standards of conduct are met.

              Section 1742 provides for indemnification in derivative actions
except in respect of any claim, issue or matter as to which the person has been
adjudged to be liable to the corporation unless and only to the extent that the
proper court determines upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for the expenses that the court deems
proper.

              Section 1744 provides that, unless ordered by a court, any
indemnification under Section 1741 or 1742 shall be made by the corporation only
as authorized in the specific case upon a determination that the representative
met the applicable standard of conduct, and such determination will be made by
the board of directors (i) by a majority vote of a quorum of directors not
parties to the action or proceeding; (ii) if a quorum is not obtainable, or if
obtainable and a majority of disinterested directors so directs, by independent
legal counsel; or (iii) by the shareholders.

              Section 1745 provides that expenses incurred by an officer,
director, employee or agent in defending a civil or criminal action or
proceeding may be paid by the corporation in advance of the final disposition of
such action or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation.

              Section 1746 provides generally that, except in any case where the
act or failure to act giving rise to the claim for indemnification is determined
by a court to have constituted willful misconduct or recklessness, the
indemnification and advancement of expenses provided by Subchapter 17D of the
BCL shall not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding that office.

              Section 1747 grants to a corporation the power to purchase and
maintain insurance on behalf of any director or officer against any liability
incurred by him or her in his or her capacity as officer or director, whether or
not the corporation would have the power to indemnify him or her against the
liability under Subchapter 17D of the BCL.

              Section 1748 and 1749 extend the indemnification and advancement
of expenses provisions contained in Subchapter 17D of the BCL to successor
corporations in fundamental changes and to representatives serving as
fiduciaries of employee benefit plans.

              Section 1750 provides that the indemnification and advancement of
expenses provided by, or granted pursuant to, Subchapter 17D of the BCL, shall,
unless otherwise provided when authorized or ratified, continue as

                                       -3-
to a person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs and personal representative of such
person.

              The Company's Bylaws provide in general that the Company shall
indemnify its officers and directors to the fullest extent authorized by law.

Item 7. Exemption from Registration Claimed.
--------------------------------------------

              Not Applicable.

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

              The following exhibits are filed as part of this Registration
Statement or, where so indicated, have been previously filed and are
incorporated herein by reference.
Exhibit No.                                    Description
     -----------                                    -----------
5.1                                       Opinion of Counsel regarding legality
        23.1                                       Consent of KPMG LLP
        23.2                                       Consent of Counsel (included as part of Exhibit 5.1)
        24.1                                       Power of Attorney (included on page 6)
        99.1                                       Amended and Restated Employee Stock Option Plan
        99.2                                       Retirement Plan
        99.3 (1)                                   1998 Non-Qualified Employee Stock Option Plan
----------------------
(1) Incorporated by reference to the Company's Form 10-K for the
                  fiscal year ended September 30, 1998.

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

              (a) The undersigned registrant hereby undertakes:

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

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

                      (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 not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;

                                       -4-
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or 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, as amended, that are
incorporated by reference in the Registration Statement.

                  (2) That for the purpose of determining any liability under
the Securities Act of 1933, as amended, 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, as
amended, each filing of the registrant's annual report pursuant to section 13(a)
or section 15(d) of the Securities Exchange Act of 1934, as amended (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934, as amended) 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, as amended, 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.

                                       -5-
SIGNATURES

              Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all 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 Kennett Square, Pennsylvania, on the date indicated.

Date: June 15, 1999                         GENESIS HEALTH VENTURES, INC.

                                            By:  /s/ Michael R. Walker
                                                ------------------------------
                                                 Michael R. Walker
                                                 Chairman, Chief Executive
                                                 Officer and Director

              KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael R. Walker and Richard R. Howard
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution of resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents 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, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

              Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Name                                   Capacity                              Date
         ----                                   --------                              ----
/s/ Michael R. Walker                Chairman, Director and Chief Executive       June 15, 1999
--------------------------           Officer
Michael R. Walker

/s/ Richard R. Howard
--------------------------           President and Director                       June 15, 1999
Richard R. Howard

/s/ George V. Hager, Jr.             Senior Vice President and Chief              June 15, 1999
--------------------------           Financial Officer
George V. Hager, Jr.

/s/ James V. McKeon
--------------------------           Vice President and Corporate Controller      June 15, 1999
James V. McKeon

/s/ Jack R. Anderson
--------------------------           Director                                     June 15, 1999
Jack R. Anderson

--------------------------           Director                                     June   , 1999
Roger C. Lipitz
-6-
--------------------------           Director                                     June   , 1999
Alan B. Miller

/s/ Samuel H. Howard
--------------------------           Director                                     June 15, 1999
Samuel H. Howard

/s/ Stephen E. Luongo
--------------------------           Director                                     June 15, 1999
Stephen E. Luongo
-7-