<PAGE>

      As filed with the Securities and Exchange Commission on May 12, 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)
                              --------------------

                                  HBO & Company
                          Omnibus Stock 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 23 Pages
                                        

<PAGE>

                         Calculation of Registration Fee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             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,               8,799,395         $57.25(1)        $503,765,363.70(1)       $152,656.02(2)
$.05 par value, and          shares
Preferred Share                
Purchase Rights(3)   
                            
------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------

</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.  Based
upon the closing market price per share of $57.25 for the common stock on
the Nasdaq Stock Market on May 8, 1997, a date within 5 business days of the
filing of this registration statement.

(2)  The registration fee is calculated by multiplying the product of
$57.25, the closing market price per share, and 8,799,395, the number of
shares being registered, 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 23 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 23 Pages
                                        

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS
              [INFORMATION REQUIRED IN THE REGISTRATION STATEMENT]

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 23 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 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 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 23 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            HBO & Company Omnibus Stock Incentive Plan

5            Opinion of Counsel re: legality

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 23 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 23 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 12 day of May,
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 Executive  May 12, 1997
----------------------     Officer (Principal Executive Officer)    
Charles W. McCall

/s/ Jay P. Gilbertson      Executive Vice President, Chief          May 12, 1997
----------------------     Financial Officer, Principal                 
Jay P. Gilbertson          Accounting Officer, Treasurer and
                           Secretary (Principal Financial  
                           Officer and Principal Accounting
                           Officer)                        
/s/ Holcombe T. Green, Jr
----------------------     Chairman of the Board of                 May 12, 1997
Holcombe T. Green, Jr.     Directors                                    


                              Page 8 of 23 Pages
                                        

<PAGE>

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

/s/ Alfred C. Eckert III
----------------------     Director                                May 12, 1997
Alfred C. Eckert III                                                   

/s/ Philip A. Incarnati
----------------------     Director                                May 12, 1997
Philip A. Incarnati                                                    

/s/ Alton F. Irby III
----------------------     Director                                May 12, 1997
Alton F. Irby III                                                      

/s/ Gerald E. Mayo
----------------------     Director                                May  12, 1997
Gerald E. Mayo                                                          

/s/ James V. Napier
----------------------     Director                                May 12, 1997
James V. Napier                                                        

/s/ Donald C. Wegmiller
----------------------     Director                                May 12, 1997
Donald C. Wegmiller                                                   


                              Page 9 of 23 Pages
                                        

<PAGE>

                                  EXHIBIT INDEX


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

Included in Part II of the Registration Statement:                      

4                HBO & Company Omnibus Stock Incentive Plan             11

5                Opinion of Counsel re: legality                        22

23(a)            Consent of Counsel (contained in Exhibit 5)            22

23(b)            Consent of independent public accountants              23

24               Power of Attorney (included in signature page)          8


                              Page 10 of 23 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21671}]
{"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": "333-26885", "film-number": "97600397"}, "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 May 12, 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)
                              --------------------

                                  HBO & Company
                          Omnibus Stock 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 23 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,               8,799,395         $57.25(1)        $503,765,363.70(1)       $152,656.02(2)
$.05 par value, and          shares
Preferred Share                
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.  Based
upon the closing market price per share of $57.25 for the common stock on
the Nasdaq Stock Market on May 8, 1997, a date within 5 business days of the
filing of this registration statement.

(2)  The registration fee is calculated by multiplying the product of
$57.25, the closing market price per share, and 8,799,395, the number of
shares being registered, 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 23 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 23 Pages
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS
              [INFORMATION REQUIRED IN THE REGISTRATION STATEMENT]

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 23 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 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 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 23 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            HBO & Company Omnibus Stock Incentive Plan

5            Opinion of Counsel re: legality

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 23 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 23 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 12 day of May,
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 Executive  May 12, 1997
----------------------     Officer (Principal Executive Officer)    
Charles W. McCall

/s/ Jay P. Gilbertson      Executive Vice President, Chief          May 12, 1997
----------------------     Financial Officer, Principal                 
Jay P. Gilbertson          Accounting Officer, Treasurer and
                           Secretary (Principal Financial  
                           Officer and Principal Accounting
                           Officer)                        
/s/ Holcombe T. Green, Jr
----------------------     Chairman of the Board of                 May 12, 1997
Holcombe T. Green, Jr.     Directors                                    

                              Page 8 of 23 Pages
Signature                       Title                           Date
        ---------                       -----                           ----

/s/ Alfred C. Eckert III
----------------------     Director                                May 12, 1997
Alfred C. Eckert III                                                   

/s/ Philip A. Incarnati
----------------------     Director                                May 12, 1997
Philip A. Incarnati                                                    

/s/ Alton F. Irby III
----------------------     Director                                May 12, 1997
Alton F. Irby III                                                      

/s/ Gerald E. Mayo
----------------------     Director                                May  12, 1997
Gerald E. Mayo                                                          

/s/ James V. Napier
----------------------     Director                                May 12, 1997
James V. Napier                                                        

/s/ Donald C. Wegmiller
----------------------     Director                                May 12, 1997
Donald C. Wegmiller                                                   

                              Page 9 of 23 Pages
EXHIBIT INDEX

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

Included in Part II of the Registration Statement:                      

4                HBO & Company Omnibus Stock Incentive Plan             11

5                Opinion of Counsel re: legality                        22

23(a)            Consent of Counsel (contained in Exhibit 5)            22

23(b)            Consent of independent public accountants              23

24               Power of Attorney (included in signature page)          8

                              Page 10 of 23 Pages