<PAGE>
 
As filed with the Securities and Exchange Commission on July 16, 1996
=====================================================================
                                                         Registration No. 333-  


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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


                            MEDICAL DYNAMICS, INC.
             -----------------------------------------------------
                (Exact name of Registrant specified in charter)
                                        

          Colorado                                   84-0631765
- -----------------------------------      --------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)


         99 Inverness Drive East
              Englewood, CO                                80112
- -------------------------------------------   --------------------------------
 (Address of Principal Executive Offices)                 Zip Code


                             MEDICAL DYNAMICS, INC.
                        NON-QUALIFIED STOCK OPTIONS FOR
                   FOR EMPLOYEES, DIRECTORS, AND CONSULTANTS
                           (Full title of the plan)
                     ------------------------------------


                           Van A. Horsley, President
                            Medical Dynamics, Inc.
                            99 Inverness Drive East
                           Englewood, CO      80112
                   ------------------------------------------
                    (Name and address of agent for service)

 
                                (303) 790-2990
       -----------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                  Copies to:

                        Herrick K. Lidstone, Jr., Esq.
                           Mary M. Maikoetter, Esq.
             Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                         1400 Glenarm Place, Suite 300
                            Denver, Colorado 80202
                                (303) 571-1400
<PAGE>
 
                        CALCULATION OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
=====================================================================================

                                              Proposed     Proposed
                                              maximum       maximum
    Title of                                  offering     aggregate     Amount of
 securities to be           Amount to be      price per    offering    registration
   registered               registered (1)      share        price          fee
=====================================================================================
<S>                         <C>               <C>          <C>         <C> 

Common Stock, $.01 par         217,900          1.50         326,850            113
 value

Common Stock, $.01 par           4,000          1.91           7,640              3
 value

Common Stock, $.01 par         245,000          2.00         490,000            169
 value

Common Stock, $.01 par         225,000          2.75         618,750            213
 value

Common Stock, $.01 par         225,000          3.00         675,000            233
 value

Common Stock, $.01 par         225,000          3.75         843,750            291
 value
- -------------------------------------------------------------------------------------
                             1,141,900                     2,961,990          1,022
</TABLE>

     (1)  This Registration Statement is being filed to register shares of
          Common Stock which may be issued pursuant to non-qualified stock
          options issued by the Registrant to certain employees, directors, and
          consultants.


                                      ii
<PAGE>
 
                PART I INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


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

          Documents containing information related to the Medical Dynamics, Inc.
     (the "Registrant") Non-Qualified Stock Options For Employees, Directors,
     and Consultants (the "Plans"), which are not filed as a part of this
     Registration Statement (the "Registration Statement") and documents
     incorporated by reference in response to Item 3 of Part II of this
     Registration Statement, which taken together constitute a prospectus that
     meets the requirements of Section 10(a) of the Securities Act of 1933, as
     amended (the "Securities Act") will be sent or given to the holders of the
     stock options issued under the Plans (the "Optionees") by the Registrant as
     specified by Rule 428(b)(1) under the Securities Act.


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

          As required by this Item, the Registrant will provide to the Optionees
     a written statement advising them of the availability without charge, upon
     written or oral notice, of documents incorporated by reference in Item 3 of
     Part II of this Registration Statement and of documents required to be
     delivered pursuant to Rule 428(b) under the Securities Act. The statement
     will include the address listing the title or department and telephone
     number to which the request is to be directed.


                                      I-1
<PAGE>
 
                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


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

          The following documents filed with the Commission by the Registrant
     are incorporated into this Registration Statement by this reference:

          (1)  Registrant's Annual Reports on Form 10-KSB for the year ended
               September 30, 1995;

          (2)  Registrant's Quarterly Reports on Forms 10-QSB for the periods 
               ended December 31, 1995 and March 31, 1996;

          (3)  Form 8-K reporting an event of July 12, 1996;

          (4)  The description of the Common Stock contained in the Exhibits to
               the Registrant's Registration Statement on Form 8-A as filed with
               the Commission registering its Common Stock and current report on
               Form 8-K dated October 12, 1988, reporting changes reflected to
               the Common Stock and constituting an amendment to the Form 8-A;
               and

          (4)  All documents subsequently filed by the Registrant pursuant to
               Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
               of 1934 (the "Exchange Act"), prior to the filing of a post-
               effective amendment which indicates that all shares offered
               hereunder have been sold or deregisters all securities then
               remaining unsold, shall be deemed to be incorporated by reference
               herein and to be a part hereof from the date of filing such
               documents.

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

          No description of the class of securities to be offered is required
     under this item because the class of securities to be offered is registered
     under Section 12 of the Exchange Act (Commission File No. 0-8623).


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

          None.

                                     II-1
<PAGE>
 
     Item 6.   Indemnification of Directors and Officers.
               ----------------------------------------- 

          Section 7-109-102 of the Colorado Revised Statutes and the
     Registrant's Articles of Incorporation, under certain circumstances provide
     for the indemnification of the Registrant's officers, directors and
     controlling persons against liabilities which they may incur in such
     capacities. A summarization of the circumstances in which such
     indemnification is provided for is contained herein, but that description
     is qualified in its entirety by reference to the Registrant's Articles of
     Incorporation and the relevant Section of the Colorado Revised Statutes.

          In general, the statute provides that any director may be indemnified
     against liabilities (including the obligation to pay a judgment,
     settlement, penalty, fine or expense), incurred in a proceeding (including
     any civil, criminal or investigative proceeding) to which the director was
     a party by reason of such status.  Such indemnity may be provided if the
     director's actions resulting in the liabilities:  (i) were taken in good
     faith; (ii) were reasonably believed to have been in the Registrant's best
     interest with respect to actions taken in the director's official capacity;
     (iii) were reasonably believed not to be opposed to the Registrant's best
     interest with respect to other actions; and (iv) with respect to any
     criminal action, the director had no reasonable grounds to believe the
     actions were unlawful.  Unless the director is successful upon the merits
     in such an action, indemnification may generally be awarded only after a
     determination of independent members of the Board of Directors or a
     committee thereof, by independent legal counsel or by vote of the
     shareholders that the applicable standard of conduct was met by the
     director to be indemnified.

          The statutory provisions further provide that unless limited by a
     corporation's articles of incorporation, a director or officer who is
     wholly successful, on the merits or otherwise, in defense of any proceeding
     to which he was a party, is entitled to receive indemnification against
     reasonable expenses, including attorneys' fees, incurred in connection with
     the proceeding.  In addition, a corporation may indemnify or advance
     expenses to an officer, employee or agent who is not a director to a
     greater extent than permitted for indemnification of directors, if
     consistent with law and if provided for by its articles of incorporation,
     bylaws, resolution of its shareholders or directors or in a contract.  The
     provision of indemnification to persons other than directors is subject to
     such limitations as may be imposed on general public policy grounds.

          In addition to the foregoing, unless hereafter limited by the
     Registrant's articles of incorporation, a court, upon petition by an
     officer or director, may order the Registrant to indemnify such


                                     II-2
<PAGE>
 
     officer or director against liabilities arising in connection with any
     proceeding.  A court may order the Registrant to provide such
     indemnification, whether or not the applicable standard of conduct
     described above was met by the officer or director.  To order such
     indemnification the court must determine that the petitioner is fairly and
     reasonably entitled to such indemnification in light of the circumstances.
     With respect to liabilities arising as a result of proceedings on behalf of
     the Registrant, a court may only require that a petitioner be indemnified
     as to the reasonable expenses incurred.

          Indemnification in connection with a proceeding by or in the right of
     the Registrant in which the director is successful is permitted only with
     respect to reasonable expenses incurred in connection with the defense.  In
     such actions, the person to be indemnified must have acted in good faith,
     in a manner believed to have been in the Registrant's best interest and
     must not have been adjudged liable for negligence or misconduct.
     Indemnification is otherwise prohibited in connection with a proceeding
     brought on behalf of the Registrant in which a director is adjudged liable
     to the Registrant, or in connection with any proceeding charging improper
     personal benefit to the director in which the director is adjudged liable
     for receipt of an improper personal benefit.

          Colorado law authorizes the Registrant to reimburse or pay reasonable
     expenses incurred by a director, officer, employee or agent in connection
     with a proceeding, in advance of a final disposition of the matter.  Such
     advances of expenses are permitted if the person furnishes to the
     Registrant a written statement of his belief that he met the applicable
     standard of conduct required to permit such indemnification.  The person
     seeking such expense advances must also provide the Registrant with a
     written agreement to repay such advances if it is determined the applicable
     standard of conduct was not met.  A determination must also be made that
     the facts known to the Registrant would not preclude indemnification.

          The statutory section cited above further specifies that any
     provisions for indemnification of or advances for expenses to directors
     which may be contained in the Registrant's Articles of Incorporation,
     Bylaws, resolutions of its shareholders or directors, or in a contract
     (except for insurance policies) shall be valid only to the extent such
     provisions are consistent with the Colorado statutes and any limitations
     upon indemnification set forth in the Articles of Incorporation.

          The statutory provision cited above also grants the power to the
     Registrant to purchase and maintain insurance policies which protect any
     director, officer, employee, fiduciary or agent against any liability
     asserted against or incurred by them in such capacity arising out of his
     status as such.  Such policies may provide for


                                     II-3
<PAGE>
 
     indemnification whether or not the corporation would otherwise have the
     power to provide for it.  No such policies providing protection against
     liabilities imposed under the securities laws have been obtained by the
     Registrant.

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

     Item 7.   Exemption from Registration Claim
               ---------------------------------

          Not Applicable

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

          The following is a complete list of exhibits filed as a part of this
     Registration Statement, which Exhibits are incorporated herein.

     5.1  Opinion of Counsel and Consent of Friedlob Sanderson Raskin Paulson &
          Tourtillott, LLC

     24.1 Consent of Friedlob Sanderson Raskin Paulson & Tourtillott, LLC - See
          Exhibit 5.1.

     24.2 Consent of McGladrey & Pullen, LLP

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

     The undersigned registrant hereby undertakes:

          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 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; and (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 the information in the registration
     statement.

          That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed


                                     II-4
<PAGE>
 
     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.

          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.

          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 Securities Exchange Act of 1934, as
     amended (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 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.


                                     II-5
<PAGE>
 
                                   SIGNATURES
                                   ----------

          Pursuant to the requirements of the Securities Act of 1933, the
    Registrant certifies that it has reasonable grounds to believe that it meets
    all of the requirements for filing on Form S-8 and has duly caused this
    Registration Statement to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the City of Englewood, State of Colorado, 
    on July 15, 1996.


                                      Medical Dynamics, Inc.


                                      By /s/ VAN A. HORSLEY
                                         -------------------------
                                         Van A. Horsley, President


          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 dates indicated.

     Signatures                  Title                  Date
     ----------                  -----                  ----

 
     /s/ EDWIN L. ADAIR, M.D.    Director               July 11, 1996
     ------------------------
     Edwin L. Adair, M.D.


     /s/ PAT HORSLEY ADAIR       Director               July 11, 1996
     ------------------------
     Pat Horsley Adair


     /s/ I. DEAN BAYNE, M.D.     Director               July 12, 1996
     ------------------------
     I. Dean Bayne, M.D.


     /s/ VAN A. HORSLEY          Director, Chief        July 11, 1996
     ------------------------    Principal Financial
     Van A. Horsley              Officer and Executive
                                 Officer


     ______________________      Director                  _________, 1996
     Leroy Bilanich

                                     II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19840}]
{"company-data": {"conformed-name": "MEDICAL DYNAMICS INC", "cik": "0000216540", "assigned-sic": "3861", "irs-number": "840631765", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08201", "film-number": "96595554"}, "business-address": {"street1": "99 INVERNESS DR EAST", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3037902990"}, "mail-address": {"street1": "99 INVERNESS DRIVE EAST", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
As filed with the Securities and Exchange Commission on July 16, 1996
=====================================================================
                                                         Registration No. 333-  

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

                            MEDICAL DYNAMICS, INC.
             -----------------------------------------------------
                (Exact name of Registrant specified in charter)
                                        

          Colorado                                   84-0631765
- -----------------------------------      --------------------------------------
  (State or other jurisdiction of        (I.R.S. Employer Identification No.)
  incorporation or organization)

         99 Inverness Drive East
              Englewood, CO                                80112
- -------------------------------------------   --------------------------------
 (Address of Principal Executive Offices)                 Zip Code

                             MEDICAL DYNAMICS, INC.
                        NON-QUALIFIED STOCK OPTIONS FOR
                   FOR EMPLOYEES, DIRECTORS, AND CONSULTANTS
                           (Full title of the plan)
                     ------------------------------------

                           Van A. Horsley, President
                            Medical Dynamics, Inc.
                            99 Inverness Drive East
                           Englewood, CO      80112
                   ------------------------------------------
                    (Name and address of agent for service)

 
                                (303) 790-2990
       -----------------------------------------------------------------
         (Telephone number, including area code, of agent for service)

                                  Copies to:

                        Herrick K. Lidstone, Jr., Esq.
                           Mary M. Maikoetter, Esq.
             Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                         1400 Glenarm Place, Suite 300
                            Denver, Colorado 80202
                                (303) 571-1400
CALCULATION OF REGISTRATION FEE
=====================================================================================

                                              Proposed     Proposed
                                              maximum       maximum
    Title of                                  offering     aggregate     Amount of
 securities to be           Amount to be      price per    offering    registration
   registered               registered (1)      share        price          fee
=====================================================================================
Common Stock, $.01 par         217,900          1.50         326,850            113
 value

Common Stock, $.01 par           4,000          1.91           7,640              3
 value

Common Stock, $.01 par         245,000          2.00         490,000            169
 value

Common Stock, $.01 par         225,000          2.75         618,750            213
 value

Common Stock, $.01 par         225,000          3.00         675,000            233
 value

Common Stock, $.01 par         225,000          3.75         843,750            291
 value
- -------------------------------------------------------------------------------------
                             1,141,900                     2,961,990          1,022
(1)  This Registration Statement is being filed to register shares of
          Common Stock which may be issued pursuant to non-qualified stock
          options issued by the Registrant to certain employees, directors, and
          consultants.

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

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

          Documents containing information related to the Medical Dynamics, Inc.
     (the "Registrant") Non-Qualified Stock Options For Employees, Directors,
     and Consultants (the "Plans"), which are not filed as a part of this
     Registration Statement (the "Registration Statement") and documents
     incorporated by reference in response to Item 3 of Part II of this
     Registration Statement, which taken together constitute a prospectus that
     meets the requirements of Section 10(a) of the Securities Act of 1933, as
     amended (the "Securities Act") will be sent or given to the holders of the
     stock options issued under the Plans (the "Optionees") by the Registrant as
     specified by Rule 428(b)(1) under the Securities Act.

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

          As required by this Item, the Registrant will provide to the Optionees
     a written statement advising them of the availability without charge, upon
     written or oral notice, of documents incorporated by reference in Item 3 of
     Part II of this Registration Statement and of documents required to be
     delivered pursuant to Rule 428(b) under the Securities Act. The statement
     will include the address listing the title or department and telephone
     number to which the request is to be directed.

                                      I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

          The following documents filed with the Commission by the Registrant
     are incorporated into this Registration Statement by this reference:

          (1)  Registrant's Annual Reports on Form 10-KSB for the year ended
               September 30, 1995;

          (2)  Registrant's Quarterly Reports on Forms 10-QSB for the periods 
               ended December 31, 1995 and March 31, 1996;

          (3)  Form 8-K reporting an event of July 12, 1996;

          (4)  The description of the Common Stock contained in the Exhibits to
               the Registrant's Registration Statement on Form 8-A as filed with
               the Commission registering its Common Stock and current report on
               Form 8-K dated October 12, 1988, reporting changes reflected to
               the Common Stock and constituting an amendment to the Form 8-A;
               and

          (4)  All documents subsequently filed by the Registrant pursuant to
               Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
               of 1934 (the "Exchange Act"), prior to the filing of a post-
               effective amendment which indicates that all shares offered
               hereunder have been sold or deregisters all securities then
               remaining unsold, shall be deemed to be incorporated by reference
               herein and to be a part hereof from the date of filing such
               documents.

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

          No description of the class of securities to be offered is required
     under this item because the class of securities to be offered is registered
     under Section 12 of the Exchange Act (Commission File No. 0-8623).

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

          None.

                                     II-1
Item 6.   Indemnification of Directors and Officers.
               ----------------------------------------- 

          Section 7-109-102 of the Colorado Revised Statutes and the
     Registrant's Articles of Incorporation, under certain circumstances provide
     for the indemnification of the Registrant's officers, directors and
     controlling persons against liabilities which they may incur in such
     capacities. A summarization of the circumstances in which such
     indemnification is provided for is contained herein, but that description
     is qualified in its entirety by reference to the Registrant's Articles of
     Incorporation and the relevant Section of the Colorado Revised Statutes.

          In general, the statute provides that any director may be indemnified
     against liabilities (including the obligation to pay a judgment,
     settlement, penalty, fine or expense), incurred in a proceeding (including
     any civil, criminal or investigative proceeding) to which the director was
     a party by reason of such status.  Such indemnity may be provided if the
     director's actions resulting in the liabilities:  (i) were taken in good
     faith; (ii) were reasonably believed to have been in the Registrant's best
     interest with respect to actions taken in the director's official capacity;
     (iii) were reasonably believed not to be opposed to the Registrant's best
     interest with respect to other actions; and (iv) with respect to any
     criminal action, the director had no reasonable grounds to believe the
     actions were unlawful.  Unless the director is successful upon the merits
     in such an action, indemnification may generally be awarded only after a
     determination of independent members of the Board of Directors or a
     committee thereof, by independent legal counsel or by vote of the
     shareholders that the applicable standard of conduct was met by the
     director to be indemnified.

          The statutory provisions further provide that unless limited by a
     corporation's articles of incorporation, a director or officer who is
     wholly successful, on the merits or otherwise, in defense of any proceeding
     to which he was a party, is entitled to receive indemnification against
     reasonable expenses, including attorneys' fees, incurred in connection with
     the proceeding.  In addition, a corporation may indemnify or advance
     expenses to an officer, employee or agent who is not a director to a
     greater extent than permitted for indemnification of directors, if
     consistent with law and if provided for by its articles of incorporation,
     bylaws, resolution of its shareholders or directors or in a contract.  The
     provision of indemnification to persons other than directors is subject to
     such limitations as may be imposed on general public policy grounds.

          In addition to the foregoing, unless hereafter limited by the
     Registrant's articles of incorporation, a court, upon petition by an
     officer or director, may order the Registrant to indemnify such

                                     II-2
officer or director against liabilities arising in connection with any
     proceeding.  A court may order the Registrant to provide such
     indemnification, whether or not the applicable standard of conduct
     described above was met by the officer or director.  To order such
     indemnification the court must determine that the petitioner is fairly and
     reasonably entitled to such indemnification in light of the circumstances.
     With respect to liabilities arising as a result of proceedings on behalf of
     the Registrant, a court may only require that a petitioner be indemnified
     as to the reasonable expenses incurred.

          Indemnification in connection with a proceeding by or in the right of
     the Registrant in which the director is successful is permitted only with
     respect to reasonable expenses incurred in connection with the defense.  In
     such actions, the person to be indemnified must have acted in good faith,
     in a manner believed to have been in the Registrant's best interest and
     must not have been adjudged liable for negligence or misconduct.
     Indemnification is otherwise prohibited in connection with a proceeding
     brought on behalf of the Registrant in which a director is adjudged liable
     to the Registrant, or in connection with any proceeding charging improper
     personal benefit to the director in which the director is adjudged liable
     for receipt of an improper personal benefit.

          Colorado law authorizes the Registrant to reimburse or pay reasonable
     expenses incurred by a director, officer, employee or agent in connection
     with a proceeding, in advance of a final disposition of the matter.  Such
     advances of expenses are permitted if the person furnishes to the
     Registrant a written statement of his belief that he met the applicable
     standard of conduct required to permit such indemnification.  The person
     seeking such expense advances must also provide the Registrant with a
     written agreement to repay such advances if it is determined the applicable
     standard of conduct was not met.  A determination must also be made that
     the facts known to the Registrant would not preclude indemnification.

          The statutory section cited above further specifies that any
     provisions for indemnification of or advances for expenses to directors
     which may be contained in the Registrant's Articles of Incorporation,
     Bylaws, resolutions of its shareholders or directors, or in a contract
     (except for insurance policies) shall be valid only to the extent such
     provisions are consistent with the Colorado statutes and any limitations
     upon indemnification set forth in the Articles of Incorporation.

          The statutory provision cited above also grants the power to the
     Registrant to purchase and maintain insurance policies which protect any
     director, officer, employee, fiduciary or agent against any liability
     asserted against or incurred by them in such capacity arising out of his
     status as such.  Such policies may provide for

                                     II-3
indemnification whether or not the corporation would otherwise have the
     power to provide for it.  No such policies providing protection against
     liabilities imposed under the securities laws have been obtained by the
     Registrant.

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

     Item 7.   Exemption from Registration Claim
               ---------------------------------

          Not Applicable

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

          The following is a complete list of exhibits filed as a part of this
     Registration Statement, which Exhibits are incorporated herein.

     5.1  Opinion of Counsel and Consent of Friedlob Sanderson Raskin Paulson &
          Tourtillott, LLC

     24.1 Consent of Friedlob Sanderson Raskin Paulson & Tourtillott, LLC - See
          Exhibit 5.1.

     24.2 Consent of McGladrey & Pullen, LLP

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

     The undersigned registrant hereby undertakes:

          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 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; and (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 the information in the registration
     statement.

          That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed

                                     II-4
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.

          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.

          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 Securities Exchange Act of 1934, as
     amended (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 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.

                                     II-5
SIGNATURES
                                   ----------

          Pursuant to the requirements of the Securities Act of 1933, the
    Registrant certifies that it has reasonable grounds to believe that it meets
    all of the requirements for filing on Form S-8 and has duly caused this
    Registration Statement to be signed on its behalf by the undersigned,
    thereunto duly authorized, in the City of Englewood, State of Colorado, 
    on July 15, 1996.

                                      Medical Dynamics, Inc.

                                      By /s/ VAN A. HORSLEY
                                         -------------------------
                                         Van A. Horsley, President

          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 dates indicated.

     Signatures                  Title                  Date
     ----------                  -----                  ----

 
     /s/ EDWIN L. ADAIR, M.D.    Director               July 11, 1996
     ------------------------
     Edwin L. Adair, M.D.

     /s/ PAT HORSLEY ADAIR       Director               July 11, 1996
     ------------------------
     Pat Horsley Adair

     /s/ I. DEAN BAYNE, M.D.     Director               July 12, 1996
     ------------------------
     I. Dean Bayne, M.D.

     /s/ VAN A. HORSLEY          Director, Chief        July 11, 1996
     ------------------------    Principal Financial
     Van A. Horsley              Officer and Executive
                                 Officer

     ______________________      Director                  _________, 1996
     Leroy Bilanich

                                     II-6