<PAGE>

    As filed with the Securities and Exchange Commission on June 30, 1997
 
                                                    Registration No. 333-______
 
                   SECURITIES AND EXCHANGE COMMISSION 
                       WASHINGTON, D.C. 20549 
                               Form S-8
          Registration Statement Under The Securities Act of 1933
 
                           -------------------

                             HBO & COMPANY 
           (Exact name of registrant as specified in its charter)
 
                               Delaware 
       (State or other jurisdiction of incorporation or organization)
                              37-0986839 
                  (I.R.S. Employer Identification No.) 

                      301 Perimeter Center North
                        Atlanta, Georgia 30346 
             (Address of principal executive offices) (zip code)

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

                         ENTERPRISE SYSTEMS, INC.
                         LONG-TERM INCENTIVE PLAN 
                         (Full title of the plan)
 
                           -------------------

                            Charles W. McCall 
                              HBO & Company 
                        301 Perimeter Center North 
                           Atlanta, Georgia 30346 
                   (Name and address of agent for service) 

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

                             (770) 393-6000 
       (Telephone number, including area code, of agent for service)

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

                              WITH COPY TO:
 
                           Lisa A. Stater, Esq. 
                           Jones, Day, Reavis & Pogue 
                           3500 One Peachtree Center
                           303 Peachtree Street, N.E. 
                           Atlanta, Georgia 30308-3242 
                           (404) 521-3939
 
                        Exhibit Index Appears on Page 10

                              Page 1 of 30 Pages

<PAGE>
 
                          CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                         PROPOSED      PROPOSED
TITLE OF                                 MAXIMUM       MAXIMUM
SECURITIES                  AMOUNT TO    OFFERING      AGGREGATE     AMOUNT OF
TO BE                          BE        PRICE PER     OFFERING     REGISTRATION
REGISTERED                  REGISTERED     SHARE         PRICE          FEE
------------------------   -----------  -----------   -----------   -----------

Common Stock, 
$.05 par value, and         502,741    $27.7412(1)    $13,946,639(1) $4,227(2)
Preferred Share             shares
Purchase Rights(3)

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

(1) Estimated solely for calculating the amount of the registration fee,
    pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
    Because all shares are presently subject to options, the offering price is
    based upon the actual weighted average exercise price.
 
(2) The registration fee of $4,227 is calculated by multiplying the product
    of $27.7412, the weighted average exercise price per share, and 502,741,
    the number of shares subjected to option, by 1/33 of 1%.
 
(3) The Preferred Share Purchase Rights, which are attached to the shares of
    Common Stock being registered, will be issued for no additional
    consideration; no additional registration fee is required.
 
                              Page 2 of 30 Pages

<PAGE>

                                EXPLANATORY NOTE
 
    In accordance with the Note to Part I of Form S-8, the information specified
by Part I has been omitted from this Registration Statement.
 
                              Page 3 of 30 Pages

<PAGE>
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
    HBO & Company (the "Company") hereby incorporates by reference into this
Registration Statement the following documents:
 
        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
    December 31, 1996.
 
        (b) All other reports filed with the Securities and Exchange Commission
    (the "Commission") pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "1934 Act"), since December 31, 1996.
 
        (c) The description of the Common Stock and Preferred Share Purchase
    Rights contained in the Company's Registration Statement on Form 8-A filed
    with the Commission on August 19, 1981, as amended, and February 19, 1991,
    as amended, respectively.
 
    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective
amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
    Inapplicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
    Inapplicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    Set forth below is a description of certain provisions of the Certificate of
Incorporation of the Company, the By-Laws, as amended (the "By-Laws") of the
Company and the General Corporation Law of the State of Delaware (the "Delaware
General Corporation Law"), as such provisions relate to the indemnification of
the directors and officers of the Company. This description is intended only as
a summary and is qualified in its entirety by reference to the Certificate of
Incorporation, the By-Laws and the Delaware General Corporation Law.
 
    The Company's By-Laws (Article IX, Section 1) provide that every person 
who was or is a party or is threatened to be made a party to or is involved 
in any action, suit, or proceeding, whether civil, criminal, administrative 
or investigative, by reason of the fact that he or a person of whom he is the 
legal representative is or was a director or officer of the corporation or is 
or was serving at the request of the corporation or for its benefit as a 
director or officer of another corporation, or as its representative in a 
partnership, joint venture, trust or other enterprise, shall be indemnified 
and held harmless to the fullest extent legally permissible under and 
pursuant to any procedure specified in the Delaware General Corporation Law, 
as amended from time to time, against all expenses, liabilities and losses 
(including attorneys' fees, judgments, fines and amounts paid or to be paid 
in settlement) reasonably incurred or 

                              Page 4 of 30 Pages

<PAGE>

suffered by him in connection therewith. Such right of indemnification shall 
be a contract right that may be enforced in any manner by such person. Such 
right of indemnification shall not be exclusive of any other right which such 
directors, officers or representatives may have or hereafter acquire and, 
without limiting the generality of such statement, they shall be entitled to 
their respective rights of indemnification under any bylaw, agreement, vote 
of stockholders, provision of law or otherwise, as well as their rights under 
such article.
 
    Article IX, Section 2 of the Company's By-Laws provides that the Board of
Directors may cause the corporation to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
 
    With respect to indemnification of officers and directors, Section 145 of
the Delaware General Corporation Law provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
 
    Furthermore, the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
 
    In addition, the Delaware General Corporation Law was amended in 1986 to
enable a Delaware corporation to include in its certificate of incorporation a
provision eliminating or limiting a director's liability to the corporation or
its stockholders for monetary damages for breaches of a director's fiduciary
duty of care. The statutory amendment provides, however, that (a) liability for
duty or loyalty, (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, (c) the unlawful purchase
or redemption of stock or unlawful dividends or (d) the right of improper
personal benefits could not be eliminated or limited in this manner. The
Company's Certificate of Incorporation has been amended 

                              Page 5 of 30 Pages

<PAGE>

to contain provisions substantially similar to those contained in the amended 
Delaware General Corporation Law.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
    Inapplicable.
 
ITEM 8. EXHIBITS.
 
EXHIBIT
NUMBER                        DESCRIPTION
------                        -----------

Included in Part II of the Registration Statement:

4                Enterprise Systems, Inc. Long-Term Incentive Plan

5                Opinion of Counsel re: legality

15               Letter re: unaudited interim financial information

23(a)            Consent of Counsel (contained in Exhibit 5)

23(b)            Consent of independent public accountants

24               Power of Attorney (included in signature page)
 
ITEM 9. UNDERTAKINGS.
 
    (a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"1933 Act"), each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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.
 
    (b) Insofar as indemnification for liabilities arising under the 1933 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
 
    (c) The undersigned registrant undertakes 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.

                              Page 6 of 30 Pages

<PAGE>
 
    (d) The undersigned registrant undertakes that, for the purpose of 
determining any liability under the 1933 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.
 
    (e) The undersigned registrant undertakes 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.

                              Page 7 of 30 Pages

<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 Atlanta, State of Georgia, on the 30th day of June,
1997.
 
                                       HBO & COMPANY
 
                                       By: /s/ Charles W. McCall
                                          ______________________________________
                                           Charles W. McCall 
                                           President and Chief Executive Officer
 
                               POWER OF ATTORNEY
 
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles W. McCall and Jay P. Gilbertson, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and 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 documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
 
    SIGNATURE                        TITLE                           DATE
---------------------    ----------------------------------     --------------
/s/ Charles W. McCall
_____________________    Director, President and Chief           June 30, 1997
Charles W. McCall        Executive Officer (Principal 
                         Executive Officer)

/s/ Jay P. Gilbertson
_____________________    Executive Vice President, Chief         June 30, 1997
Jay P. Gilbertson        Finanical Officer, Principal 
                         Accounting Officer, Treasurer and 
                         Secretary (Principal Financial 
                         Officer and Principal Accounting
                         Officer)

/s/Holcombe T. Green, Jr.
_____________________    Chairman of the Board of Directors      June 30, 1997
Holcombe T. Green, Jr

                              Page 8 of 30 Pages

<PAGE>

    SIGNATURE                        TITLE                           DATE
---------------------    ----------------------------------     --------------

/s/Alfred C. Eckert III
_____________________    Director                                June 30, 1997
Alfred C. Eckert III

/s/Philip A. Incarnati
_____________________    Director                                June 30, 1997
Philip A. Incarnati

/s/Alton F. Irby III
_____________________    Director                                June 30, 1997
Alton F. Irby III

/s/Gerald E. Mayo
_____________________    Director                                June 30, 1997
Gerald E. Mayo

/s/James V. Napier
_____________________    Director                                June 30, 1997
James V. Napier

/s/Donald C. Wegmiller
_____________________    Director                                June 30, 1997
Donald C. Wegmiller
 
                              Page 9 of 30 Pages

<PAGE>

                                 EXHIBIT INDEX
 
EXHIBIT                                                                 PAGE
NUMBER                         DESCRIPTION                             NUMBER
-------       ---------------------------------------------------      ------

Included in Part II of the Registration Statement:

4             Enterprise Systems, Inc. Long-Term Incentive Plan

5             Opinion of Counsel re: legality

15            Letter re: unaudited interim financial information

23(a)         Consent of Counsel (contained in Exhibit 5)

23(b)         Consent of independent public accountants

24            Power of Attorney (included in signature page)



                              Page 10 of 30 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 20282}]
{"company-data": {"conformed-name": "HBO & CO", "cik": "0000310377", "assigned-sic": "7373", "irs-number": "370986839", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30373", "film-number": "97633045"}, "business-address": {"street1": "301 PERIMETER CTR N", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "77036000"}, "mail-address": {"street1": "301 PERIMETER CTR N", "city": "ATLANTA", "state": "GA", "zip": "30346"}}
As filed with the Securities and Exchange Commission on June 30, 1997
 
                                                    Registration No. 333-______
 
                   SECURITIES AND EXCHANGE COMMISSION 
                       WASHINGTON, D.C. 20549 
                               Form S-8
          Registration Statement Under The Securities Act of 1933
 
                           -------------------

                             HBO & COMPANY 
           (Exact name of registrant as specified in its charter)
 
                               Delaware 
       (State or other jurisdiction of incorporation or organization)
                              37-0986839 
                  (I.R.S. Employer Identification No.) 

                      301 Perimeter Center North
                        Atlanta, Georgia 30346 
             (Address of principal executive offices) (zip code)

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

                         ENTERPRISE SYSTEMS, INC.
                         LONG-TERM INCENTIVE PLAN 
                         (Full title of the plan)
 
                           -------------------

                            Charles W. McCall 
                              HBO & Company 
                        301 Perimeter Center North 
                           Atlanta, Georgia 30346 
                   (Name and address of agent for service) 

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

                             (770) 393-6000 
       (Telephone number, including area code, of agent for service)

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

                              WITH COPY TO:
 
                           Lisa A. Stater, Esq. 
                           Jones, Day, Reavis & Pogue 
                           3500 One Peachtree Center
                           303 Peachtree Street, N.E. 
                           Atlanta, Georgia 30308-3242 
                           (404) 521-3939
 
                        Exhibit Index Appears on Page 10

                              Page 1 of 30 Pages
CALCULATION OF REGISTRATION FEE
 
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                                         PROPOSED      PROPOSED
TITLE OF                                 MAXIMUM       MAXIMUM
SECURITIES                  AMOUNT TO    OFFERING      AGGREGATE     AMOUNT OF
TO BE                          BE        PRICE PER     OFFERING     REGISTRATION
REGISTERED                  REGISTERED     SHARE         PRICE          FEE
------------------------   -----------  -----------   -----------   -----------

Common Stock, 
$.05 par value, and         502,741    $27.7412(1)    $13,946,639(1) $4,227(2)
Preferred Share             shares
Purchase Rights(3)

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

(1) Estimated solely for calculating the amount of the registration fee,
    pursuant to Rule 457(h) under the Securities Act of 1933, as amended.
    Because all shares are presently subject to options, the offering price is
    based upon the actual weighted average exercise price.
 
(2) The registration fee of $4,227 is calculated by multiplying the product
    of $27.7412, the weighted average exercise price per share, and 502,741,
    the number of shares subjected to option, by 1/33 of 1%.
 
(3) The Preferred Share Purchase Rights, which are attached to the shares of
    Common Stock being registered, will be issued for no additional
    consideration; no additional registration fee is required.
 
                              Page 2 of 30 Pages
EXPLANATORY NOTE
 
    In accordance with the Note to Part I of Form S-8, the information specified
by Part I has been omitted from this Registration Statement.
 
                              Page 3 of 30 Pages
PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
 
    HBO & Company (the "Company") hereby incorporates by reference into this
Registration Statement the following documents:
 
        (a) The Company's Annual Report on Form 10-K for the fiscal year ended
    December 31, 1996.
 
        (b) All other reports filed with the Securities and Exchange Commission
    (the "Commission") pursuant to Section 13(a) or 15(d) of the Securities
    Exchange Act of 1934, as amended (the "1934 Act"), since December 31, 1996.
 
        (c) The description of the Common Stock and Preferred Share Purchase
    Rights contained in the Company's Registration Statement on Form 8-A filed
    with the Commission on August 19, 1981, as amended, and February 19, 1991,
    as amended, respectively.
 
    All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-effective
amendment which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
 
ITEM 4. DESCRIPTION OF SECURITIES.
 
    Inapplicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
 
    Inapplicable.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
    Set forth below is a description of certain provisions of the Certificate of
Incorporation of the Company, the By-Laws, as amended (the "By-Laws") of the
Company and the General Corporation Law of the State of Delaware (the "Delaware
General Corporation Law"), as such provisions relate to the indemnification of
the directors and officers of the Company. This description is intended only as
a summary and is qualified in its entirety by reference to the Certificate of
Incorporation, the By-Laws and the Delaware General Corporation Law.
 
    The Company's By-Laws (Article IX, Section 1) provide that every person 
who was or is a party or is threatened to be made a party to or is involved 
in any action, suit, or proceeding, whether civil, criminal, administrative 
or investigative, by reason of the fact that he or a person of whom he is the 
legal representative is or was a director or officer of the corporation or is 
or was serving at the request of the corporation or for its benefit as a 
director or officer of another corporation, or as its representative in a 
partnership, joint venture, trust or other enterprise, shall be indemnified 
and held harmless to the fullest extent legally permissible under and 
pursuant to any procedure specified in the Delaware General Corporation Law, 
as amended from time to time, against all expenses, liabilities and losses 
(including attorneys' fees, judgments, fines and amounts paid or to be paid 
in settlement) reasonably incurred or 

                              Page 4 of 30 Pages
suffered by him in connection therewith. Such right of indemnification shall 
be a contract right that may be enforced in any manner by such person. Such 
right of indemnification shall not be exclusive of any other right which such 
directors, officers or representatives may have or hereafter acquire and, 
without limiting the generality of such statement, they shall be entitled to 
their respective rights of indemnification under any bylaw, agreement, vote 
of stockholders, provision of law or otherwise, as well as their rights under 
such article.
 
    Article IX, Section 2 of the Company's By-Laws provides that the Board of
Directors may cause the corporation to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.
 
    With respect to indemnification of officers and directors, Section 145 of
the Delaware General Corporation Law provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he 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, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
 
    Furthermore, the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.
 
    In addition, the Delaware General Corporation Law was amended in 1986 to
enable a Delaware corporation to include in its certificate of incorporation a
provision eliminating or limiting a director's liability to the corporation or
its stockholders for monetary damages for breaches of a director's fiduciary
duty of care. The statutory amendment provides, however, that (a) liability for
duty or loyalty, (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, (c) the unlawful purchase
or redemption of stock or unlawful dividends or (d) the right of improper
personal benefits could not be eliminated or limited in this manner. The
Company's Certificate of Incorporation has been amended 

                              Page 5 of 30 Pages
to contain provisions substantially similar to those contained in the amended 
Delaware General Corporation Law.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
 
    Inapplicable.
 
ITEM 8. EXHIBITS.
 
EXHIBIT
NUMBER                        DESCRIPTION
------                        -----------

Included in Part II of the Registration Statement:

4                Enterprise Systems, Inc. Long-Term Incentive Plan

5                Opinion of Counsel re: legality

15               Letter re: unaudited interim financial information

23(a)            Consent of Counsel (contained in Exhibit 5)

23(b)            Consent of independent public accountants

24               Power of Attorney (included in signature page)
 
ITEM 9. UNDERTAKINGS.
 
    (a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended (the
"1933 Act"), each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the 1934 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.
 
    (b) Insofar as indemnification for liabilities arising under the 1933 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 Commission such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
 
    (c) The undersigned registrant undertakes 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.

                              Page 6 of 30 Pages
(d) The undersigned registrant undertakes that, for the purpose of 
determining any liability under the 1933 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.
 
    (e) The undersigned registrant undertakes 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.

                              Page 7 of 30 Pages
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 Atlanta, State of Georgia, on the 30th day of June,
1997.
 
                                       HBO & COMPANY
 
                                       By: /s/ Charles W. McCall
                                          ______________________________________
                                           Charles W. McCall 
                                           President and Chief Executive Officer
 
                               POWER OF ATTORNEY
 
    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Charles W. McCall and Jay P. Gilbertson, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and 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 documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or 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 each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
 
    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
 
    SIGNATURE                        TITLE                           DATE
---------------------    ----------------------------------     --------------
/s/ Charles W. McCall
_____________________    Director, President and Chief           June 30, 1997
Charles W. McCall        Executive Officer (Principal 
                         Executive Officer)

/s/ Jay P. Gilbertson
_____________________    Executive Vice President, Chief         June 30, 1997
Jay P. Gilbertson        Finanical Officer, Principal 
                         Accounting Officer, Treasurer and 
                         Secretary (Principal Financial 
                         Officer and Principal Accounting
                         Officer)

/s/Holcombe T. Green, Jr.
_____________________    Chairman of the Board of Directors      June 30, 1997
Holcombe T. Green, Jr

                              Page 8 of 30 Pages
SIGNATURE                        TITLE                           DATE
---------------------    ----------------------------------     --------------

/s/Alfred C. Eckert III
_____________________    Director                                June 30, 1997
Alfred C. Eckert III

/s/Philip A. Incarnati
_____________________    Director                                June 30, 1997
Philip A. Incarnati

/s/Alton F. Irby III
_____________________    Director                                June 30, 1997
Alton F. Irby III

/s/Gerald E. Mayo
_____________________    Director                                June 30, 1997
Gerald E. Mayo

/s/James V. Napier
_____________________    Director                                June 30, 1997
James V. Napier

/s/Donald C. Wegmiller
_____________________    Director                                June 30, 1997
Donald C. Wegmiller
 
                              Page 9 of 30 Pages
EXHIBIT INDEX
 
EXHIBIT                                                                 PAGE
NUMBER                         DESCRIPTION                             NUMBER
-------       ---------------------------------------------------      ------

Included in Part II of the Registration Statement:

4             Enterprise Systems, Inc. Long-Term Incentive Plan

5             Opinion of Counsel re: legality

15            Letter re: unaudited interim financial information

23(a)         Consent of Counsel (contained in Exhibit 5)

23(b)         Consent of independent public accountants

24            Power of Attorney (included in signature page)

                              Page 10 of 30 Pages