<PAGE>

     As filed with the Securities and Exchange Commission on August 20, 1996

                                                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)
                              ____________________

                              CYCARE SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                              ____________________

                                James A. Gilbert
                                  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  9


                               Page 1 of 19 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
 $.05 par value and     30,000         $  61.75  (1)     $ 1,852,500 (1)    $ 638.80
 Preferred Share        shares
 Purchase Rights(2)
</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 and
computed based upon the last sale price on the NASDAQ National Market for the
Common Stock as of August 19, 1996, a date within five business days prior to
the date of filing hereof.

(2)  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 19 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 19 Pages

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     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, 1995.

(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, 1995.

(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 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 


                               Page 4 of 19 Pages

<PAGE>

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 to 
contain provisions substantially similar to those contained in the amended 
Delaware General Corporation Law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

                               Page 5 of 19 Pages

<PAGE>

Item 8.  EXHIBITS.


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

Included in Part II of the Registration Statement:

4(a)      CyCare Systems, Inc. Employee Stock Purchase Plan

4(b)      First Amendment to the CyCare Systems, Inc. Employee Stock Purchase
          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.

(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 6 of 19 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 19th day of August,
1996.


                                  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 James A. Gilbert 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 Chief Executive                      August 19, 1996
- -----------------------------------       Officer (Principal Executive Officer)
Charles W. McCall


  /s/ Jay P. Gilbertson                   Senior Vice President - Finance, Chief                       August 19, 1996
- -----------------------------------       Financial Officer, Principal Accounting
Jay P. Gilbertson                         Officer, Treasurer and Assistant
                                          Secretary (Principal Financial Officer
                                          and Principal Accounting Officer)


  /s/ Holcombe T. Green, Jr.              Chairman of the Board of Directors                           August 19, 1996
- -----------------------------------
Holcombe T. Green, Jr.

</TABLE>


                               Page 7 of 19 Pages

<PAGE>

<TABLE>
<CAPTION>

                Signature                                  Title                                            Date
                ---------                                  -----                                            ----
<S>                                       <C>                                                          <C>

  /s/ Alfred C. Eckert III                Director                                                     August 19, 1996
- -----------------------------------
Alfred C. Eckert III


  /s/ Philip A. Incarnati                 Director                                                     August 19, 1996
- -----------------------------------
Philip A. Incarnati


  /s/ Alton F. Irby III                   Director                                                     August 19, 1996
- -----------------------------------
Alton F. Irby III


  /s/ Gerald E. Mayo                      Director                                                     August 19, 1996
- -----------------------------------
Gerald E. Mayo


  /s/ James V. Napier                     Director                                                     August 19, 1996
- -----------------------------------
James V. Napier


  /s/ Charles E. Thoele                   Director                                                     August 19, 1996
- -----------------------------------
Charles E. Thoele


  /s/ Donald C. Wegmiller                 Director                                                     August 19, 1996
- -----------------------------------
Donald C. Wegmiller
</TABLE>




                               Page 8 of 19 Pages

<PAGE>

                                  EXHIBIT INDEX
                                  -------------

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

Included in Part II of the Registration Statement:

4(a)      CyCare Systems, Inc. Employee Stock Purchase Plan                10

4(b)      First Amendment to the CyCare Systems, Inc. Employee Stock       15
          Purchase Plan

5         Opinion of Counsel re: legality                                  17

15        Letter re: unaudited interim financial information               18

23(a)     Consent of Counsel (contained in Exhibit 5)                      17

23(b)     Consent of independent public accountants                        19

24        Power of Attorney (included in signature page)                    7









                              Page  9 of  19 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21554}]
{"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": "333-10479", "film-number": "96618040"}, "business-address": {"street1": "301 PERIMETER CTR N", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "4043936000"}, "mail-address": {"street1": "301 PERIMETER CTR N", "city": "ATLANTA", "state": "GA", "zip": "30346"}}
As filed with the Securities and Exchange Commission on August 20, 1996

                                                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)
                              ____________________

                              CYCARE SYSTEMS, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)
                              ____________________

                                James A. Gilbert
                                  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  9

                               Page 1 of 19 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     30,000         $  61.75  (1)     $ 1,852,500 (1)    $ 638.80
 Preferred Share        shares
 Purchase Rights(2)
(1)  Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended and
computed based upon the last sale price on the NASDAQ National Market for the
Common Stock as of August 19, 1996, a date within five business days prior to
the date of filing hereof.

(2)  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 19 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 19 Pages
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     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, 1995.

(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, 1995.

(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 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 

                               Page 4 of 19 Pages
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 to 
contain provisions substantially similar to those contained in the amended 
Delaware General Corporation Law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

                               Page 5 of 19 Pages
Item 8.  EXHIBITS.

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

Included in Part II of the Registration Statement:

4(a)      CyCare Systems, Inc. Employee Stock Purchase Plan

4(b)      First Amendment to the CyCare Systems, Inc. Employee Stock Purchase
          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.

(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 6 of 19 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 19th day of August,
1996.

                                  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 James A. Gilbert 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                      August 19, 1996
- -----------------------------------       Officer (Principal Executive Officer)
Charles W. McCall

  /s/ Jay P. Gilbertson                   Senior Vice President - Finance, Chief                       August 19, 1996
- -----------------------------------       Financial Officer, Principal Accounting
Jay P. Gilbertson                         Officer, Treasurer and Assistant
                                          Secretary (Principal Financial Officer
                                          and Principal Accounting Officer)

  /s/ Holcombe T. Green, Jr.              Chairman of the Board of Directors                           August 19, 1996
- -----------------------------------
Holcombe T. Green, Jr.
Page 7 of 19 Pages
Signature                                  Title                                            Date
                ---------                                  -----                                            ----
/s/ Alfred C. Eckert III                Director                                                     August 19, 1996
- -----------------------------------
Alfred C. Eckert III

  /s/ Philip A. Incarnati                 Director                                                     August 19, 1996
- -----------------------------------
Philip A. Incarnati

  /s/ Alton F. Irby III                   Director                                                     August 19, 1996
- -----------------------------------
Alton F. Irby III

  /s/ Gerald E. Mayo                      Director                                                     August 19, 1996
- -----------------------------------
Gerald E. Mayo

  /s/ James V. Napier                     Director                                                     August 19, 1996
- -----------------------------------
James V. Napier

  /s/ Charles E. Thoele                   Director                                                     August 19, 1996
- -----------------------------------
Charles E. Thoele

  /s/ Donald C. Wegmiller                 Director                                                     August 19, 1996
- -----------------------------------
Donald C. Wegmiller
Page 8 of 19 Pages
EXHIBIT INDEX
                                  -------------

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

Included in Part II of the Registration Statement:

4(a)      CyCare Systems, Inc. Employee Stock Purchase Plan                10

4(b)      First Amendment to the CyCare Systems, Inc. Employee Stock       15
          Purchase Plan

5         Opinion of Counsel re: legality                                  17

15        Letter re: unaudited interim financial information               18

23(a)     Consent of Counsel (contained in Exhibit 5)                      17

23(b)     Consent of independent public accountants                        19

24        Power of Attorney (included in signature page)                    7

                              Page  9 of  19 Pages