<PAGE>


      As filed with the Securities and Exchange Commission on December 10, 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)
                                 ____________________

                      GABRIELI MEDICAL INFORMATION SYSTEMS, INC.
                     1985 NON-QUALIFIED COMMON 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 17 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)       26,698           $4.7065(1)         $125,654.14(1)           $100(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 is calculated by multiplying the product of
$4.7065, the weighted average exercise price per share, and 26,698,
the number of shares subjected to option, by 1/33 of 1%. Since such fee
is only $38.08, the minimum fee is $100.

(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 17 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 17 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, 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


                              Page 4 of 17 Pages

<PAGE>

suffered by him in connection therewith.  Such right of indemnification shall 
be a contract right that may be enforced in any manner by such person.  Such 
right of indemnification shall not be exclusive of any other right which such 
directors, officers or representatives may have or hereafter acquire and, 
without limiting the generality of such statement, they shall be entitled to 
their respective rights of indemnification under any bylaw, agreement, vote 
of stockholders, provision of law or otherwise, as well as their rights under 
such article.

    Article IX, Section 2 of the Company's By-Laws provides that the Board of
Directors may cause the corporation to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.

    With respect to indemnification of officers and directors, Section 145 of
the Delaware General Corporation Law provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

    Furthermore, the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

    In addition, the Delaware General Corporation Law was amended in 1986 to
enable a Delaware corporation to include in its certificate of incorporation a
provision eliminating or limiting a director's liability to the corporation or
its stockholders for monetary damages for breaches of a director's fiduciary
duty of care.  The statutory amendment provides, however, that (a) liability for
duty or loyalty, (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, (c) the unlawful purchase
or redemption of stock or unlawful dividends or (d) the right of improper
personal benefits could not be eliminated or limited in this manner.  The
Company's Certificate of Incorporation has been amended


                              Page 5 of 17 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               Gabrieli Medical Information Systems, Inc.
                1985 Non-Qualified Common 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 17 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 17 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 10th day of
December, 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 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 Officer          December 10, 1996
   Charles W. McCall         (Principal Executive Officer)


  /s/ Jay P. Gilbertson     Senior Vice President - Finance,
--------------------------   Chief Financial Officer, 
   Jay P. Gilbertson         Principal Accounting Officer,     December 10, 1996
                             Treasurer and Secretary
                             (Principal Financial
                             Officer and Principal
                             Accounting Officer)

/s/ Holcombe T. Green, Jr.   
--------------------------   Chairman of the Board of          December 10, 1996
  Holcombe T. Green, Jr.     Directors



                              Page 8 of 17 Pages

<PAGE>



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


/s/ Alfred C. Eckert III
--------------------------   Director                          December 10, 1996
  Alfred C. Eckert III



 /s/ Philip A. Incarnati     
--------------------------   Director                          December 10, 1996
   Philip A. Incarnati


 /s/ Alton F. Irby III                                            
--------------------------   Director                          December 10, 1996
   Alton F. Irby III


   /s/ Gerald E. Mayo                                         
--------------------------   Director                          December 10, 1996
     Gerald E. Mayo


   /s/ James V. Napier 
--------------------------   Director                          December 10, 1996
     James V. Napier


  /s/ Charles E.  Thoele
--------------------------   Director                          December 10, 1996
   Charles E. Thoele

 /s/ Donald C. Wegmiller                                         
--------------------------   Director                          December 10, 1996
   Donald C. Wegmiller



                              Page 9 of 17 Pages

<PAGE>


                                    EXHIBIT INDEX



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


Included in Part II of the Registration Statement:


4                  Gabrieli Medical Information Systems, Inc. 1985          11
                   Non-Qualified Common Stock Option Plan


5                  Opinion of Counsel re: legality                          15


15                 Letter re: unaudited interim financial information       16

23(a)              Consent of Counsel (contained in Exhibit 5)              15



23(b)              Consent of independent public accountants                17



24                 Power of Attorney (included in signature page)            8



                              Page 10 of 17 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21313}]
{"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": "333-17591", "film-number": "96678758"}, "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 December 10, 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)
                                 ____________________

                      GABRIELI MEDICAL INFORMATION SYSTEMS, INC.
                     1985 NON-QUALIFIED COMMON 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 17 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)       26,698           $4.7065(1)         $125,654.14(1)           $100(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 is calculated by multiplying the product of
$4.7065, the weighted average exercise price per share, and 26,698,
the number of shares subjected to option, by 1/33 of 1%. Since such fee
is only $38.08, the minimum fee is $100.

(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 17 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 17 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, 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

                              Page 4 of 17 Pages
suffered by him in connection therewith.  Such right of indemnification shall 
be a contract right that may be enforced in any manner by such person.  Such 
right of indemnification shall not be exclusive of any other right which such 
directors, officers or representatives may have or hereafter acquire and, 
without limiting the generality of such statement, they shall be entitled to 
their respective rights of indemnification under any bylaw, agreement, vote 
of stockholders, provision of law or otherwise, as well as their rights under 
such article.

    Article IX, Section 2 of the Company's By-Laws provides that the Board of
Directors may cause the corporation to purchase and maintain insurance on behalf
of any person who is or was a director or officer of the corporation, or is or
was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.

    With respect to indemnification of officers and directors, Section 145 of
the Delaware General Corporation Law provides that a corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, or investigative (other than an action
by or in the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  Under this provision of
the Delaware General Corporation Law, the termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.

    Furthermore, the Delaware General Corporation Law provides that a
corporation shall have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability, but in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

    In addition, the Delaware General Corporation Law was amended in 1986 to
enable a Delaware corporation to include in its certificate of incorporation a
provision eliminating or limiting a director's liability to the corporation or
its stockholders for monetary damages for breaches of a director's fiduciary
duty of care.  The statutory amendment provides, however, that (a) liability for
duty or loyalty, (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, (c) the unlawful purchase
or redemption of stock or unlawful dividends or (d) the right of improper
personal benefits could not be eliminated or limited in this manner.  The
Company's Certificate of Incorporation has been amended

                              Page 5 of 17 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               Gabrieli Medical Information Systems, Inc.
                1985 Non-Qualified Common 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 17 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 17 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 10th day of
December, 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 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 Officer          December 10, 1996
   Charles W. McCall         (Principal Executive Officer)

  /s/ Jay P. Gilbertson     Senior Vice President - Finance,
--------------------------   Chief Financial Officer, 
   Jay P. Gilbertson         Principal Accounting Officer,     December 10, 1996
                             Treasurer and Secretary
                             (Principal Financial
                             Officer and Principal
                             Accounting Officer)

/s/ Holcombe T. Green, Jr.   
--------------------------   Chairman of the Board of          December 10, 1996
  Holcombe T. Green, Jr.     Directors

                              Page 8 of 17 Pages
Signature                        Title                         Date
     ---------                        -----                         ----

/s/ Alfred C. Eckert III
--------------------------   Director                          December 10, 1996
  Alfred C. Eckert III

 /s/ Philip A. Incarnati     
--------------------------   Director                          December 10, 1996
   Philip A. Incarnati

 /s/ Alton F. Irby III                                            
--------------------------   Director                          December 10, 1996
   Alton F. Irby III

   /s/ Gerald E. Mayo                                         
--------------------------   Director                          December 10, 1996
     Gerald E. Mayo

   /s/ James V. Napier 
--------------------------   Director                          December 10, 1996
     James V. Napier

  /s/ Charles E.  Thoele
--------------------------   Director                          December 10, 1996
   Charles E. Thoele

 /s/ Donald C. Wegmiller                                         
--------------------------   Director                          December 10, 1996
   Donald C. Wegmiller

                              Page 9 of 17 Pages
EXHIBIT INDEX

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

Included in Part II of the Registration Statement:

4                  Gabrieli Medical Information Systems, Inc. 1985          11
                   Non-Qualified Common Stock Option Plan

5                  Opinion of Counsel re: legality                          15

15                 Letter re: unaudited interim financial information       16

23(a)              Consent of Counsel (contained in Exhibit 5)              15

23(b)              Consent of independent public accountants                17

24                 Power of Attorney (included in signature page)            8

                              Page 10 of 17 Pages