<PAGE>

       As filed with the Securities and Exchange Commission on June 17, 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)

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

                AMISYS MANAGED CARE SYSTEMS, INC.
                   DIRECTORS' STOCK OPTION 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 21 Pages
                                   
<PAGE>

<TABLE>
<CAPTION>


                 Calculation of Registration Fee
-----------------------------------------------------------------------------------------------
                                        Proposed maxi-     Proposed maxi-     
Title of securities     Amount to be    mum offering       mum aggregate      Amount of        
to be registered        registered      price per share    offering price     registration fee 
-----------------------------------------------------------------------------------------------
<S>                     <C>             <C>                 <C>               <C>              
Common Stock, 
$.05 par value, and
Preferred Share
Purchase Rights(3)         6,300          $65.7143(1)      $414,000.09(1)       $125.45(2)
                         ---------        --------         -----------          -------  
                          shares 
-----------------------------------------------------------------------------------------------
</TABLE>

(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 $125.45 is calculated by multiplying the
product of $65.7143, the weighted average exercise price per share, and
6,300, 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 21 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 21 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 


                          Page 4 of 21 Pages      
                                   
<PAGE>

(including attorneys' fees, judgments, fines and amounts paid or to be paid 
in settlement) reasonably incurred or 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 

                          Page 5 of 21 Pages      
                                   
<PAGE>

could not be eliminated or limited in this manner.  The Company's Certificate 
of Incorporation has been amended 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      AMISYS Managed Care Systems, Inc. Directors' Stock Option 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 21 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 21 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 
16th 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:

<TABLE>
<CAPTION>

Signature                 Title                                            Date
---------                 -----                                            ----

<S>                       <C>                                          <C>

/s/ Charles W. McCall
---------------------         Director, President and                    June 16, 1997
Charles W. McCall             Chief Executive Officer     
                              (Principal Executive Officer)      

/s/ Jay P. Gilbertson
---------------------          Executive Vice President, Chief           June 16, 1997
Jay P. Gilbertson              Financial Officer, Principal Accounting
                               Officer, Treasurer and Secretary 
                               (Principal Financial Officer and
                               Principal Accounting Officer)             
/s/ Holcombe T. Green Jr.
-------------------------      Chairman of the Board of                  June 16, 1997
Holcombe T. Green, Jr.         Directors                                     

</TABLE>
                                 Page 8 of 21 Pages
                                    
<PAGE>

<TABLE>
<CAPTION>

Signature                 Title                                     Date
---------                 -----                                     ----

<S>                       <C>                                      <C>

/s/ Alfred C. Eckert III
------------------------       Director                                  June 16, 1997
Alfred C. Eckert III                                              

/s/ Philip A. Incarnati
-----------------------        Director                                  June 16, 1997
Philip A. Incarnati                                               

/s/ Alton F. Irby III
---------------------          Director                                  June 16, 1997
Alton F. Irby III                                                 

/s/ Gerald E. Mayo
------------------             Director                                  June 16, 1997
Gerald E. Mayo                                                    

/s/ James V. Napier                                                                  
-------------------            Director                                  June 16, 1997
James V. Napier                                                   

/s/ Donald C. Wegmiller
-----------------------        Director                                  June 16, 1997
Donald C. Wegmiller                                               


</TABLE>

                                  Page 9 of 21 Pages
                                    
<PAGE>


                                EXHIBIT INDEX

Exhibit                                                                  Page
Number                            Description                           Number
------                            -----------                           ------

Included in Part II of the Registration Statement:

4     AMISYS Managed Care Systems, Inc. Directors' Stock Option 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 21 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21498}]
{"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": "333-29365", "film-number": "97625070"}, "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 17, 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)

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

                AMISYS MANAGED CARE SYSTEMS, INC.
                   DIRECTORS' STOCK OPTION 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 21 Pages
Calculation of Registration Fee
-----------------------------------------------------------------------------------------------
                                        Proposed maxi-     Proposed maxi-     
Title of securities     Amount to be    mum offering       mum aggregate      Amount of        
to be registered        registered      price per share    offering price     registration fee 
-----------------------------------------------------------------------------------------------
Common Stock, 
$.05 par value, and
Preferred Share
Purchase Rights(3)         6,300          $65.7143(1)      $414,000.09(1)       $125.45(2)
                         ---------        --------         -----------          -------  
                          shares 
-----------------------------------------------------------------------------------------------
(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 $125.45 is calculated by multiplying the
product of $65.7143, the weighted average exercise price per share, and
6,300, 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 21 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 21 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 

                          Page 4 of 21 Pages
(including attorneys' fees, judgments, fines and amounts paid or to be paid 
in settlement) reasonably incurred or 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 

                          Page 5 of 21 Pages
could not be eliminated or limited in this manner.  The Company's Certificate 
of Incorporation has been amended 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      AMISYS Managed Care Systems, Inc. Directors' Stock Option 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 21 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 21 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 
16th 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                    June 16, 1997
Charles W. McCall             Chief Executive Officer     
                              (Principal Executive Officer)      

/s/ Jay P. Gilbertson
---------------------          Executive Vice President, Chief           June 16, 1997
Jay P. Gilbertson              Financial Officer, Principal Accounting
                               Officer, Treasurer and Secretary 
                               (Principal Financial Officer and
                               Principal Accounting Officer)             
/s/ Holcombe T. Green Jr.
-------------------------      Chairman of the Board of                  June 16, 1997
Holcombe T. Green, Jr.         Directors
Page 8 of 21 Pages
Signature                 Title                                     Date
---------                 -----                                     ----
/s/ Alfred C. Eckert III
------------------------       Director                                  June 16, 1997
Alfred C. Eckert III                                              

/s/ Philip A. Incarnati
-----------------------        Director                                  June 16, 1997
Philip A. Incarnati                                               

/s/ Alton F. Irby III
---------------------          Director                                  June 16, 1997
Alton F. Irby III                                                 

/s/ Gerald E. Mayo
------------------             Director                                  June 16, 1997
Gerald E. Mayo                                                    

/s/ James V. Napier                                                                  
-------------------            Director                                  June 16, 1997
James V. Napier                                                   

/s/ Donald C. Wegmiller
-----------------------        Director                                  June 16, 1997
Donald C. Wegmiller
Page 9 of 21 Pages
EXHIBIT INDEX

Exhibit                                                                  Page
Number                            Description                           Number
------                            -----------                           ------

Included in Part II of the Registration Statement:

4     AMISYS Managed Care Systems, Inc. Directors' Stock Option 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 21 Pages