<PAGE>
 
    As filed with the Securities and Exchange Commission on August 19, 1998

                                                        Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ______________
                                        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ______________
                                        

                   OCCUPATIONAL HEALTH + REHABILITATION INC
            (Exact name of registrant as specified in its charter)

                  Delaware                             13-3464527
       (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)
                                ______________
                                        
    175 Derby Street, Suite 36, Hingham, MA               02043
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)
                                ______________
                                        
                   Occupational Health + Rehabilitation Inc
                                1998 Stock Plan
                           (FULL TITLE OF THE PLAN)
                                ______________
                                        
                               John C. Garbarino
                     President and Chief Executive Officer
                   Occupational Health + Rehabilitation Inc
                          175 Derby Street, Suite 36
                              Hingham, MA  02043
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                ______________
                                        
                                (781) 741-5175
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                ______________
                                        
                                   Copy to:

                             Donna L. Brooks, Esq.
                             Shipman & Goodwin LLP
                               One American Row
                          Hartford, Connecticut 06103
                                (860) 251-5000

                       CALCULATION  OF REGISTRATION FEE
<TABLE> 
<CAPTION> 
==========================================================================================================================
                                                          PROPOSED                MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE          MAXIMUM OFFERING       AGGREGATE OFFERING          AMOUNT OF
     TO BE REGISTERED             REGISTERED          PRICE PER UNIT (1)          PRICE (1)           REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                          <C>                    <C>                     <C>                     <C>
Common Stock, par value
$.001......................         150,000                 $6.875               $1,031,250                $304.22
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h), the proposed maximum offering price per share is
    based on the average of the bid and asked price per share of $6.875 on
    August 14, 1998, as reported by the Nasdaq Stock Market.
-------------------------------------------------------------------------------

<PAGE>
 
                                     PART I
                                        
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
    The Section 10(a) prospectus being delivered by Occupational Health +
Rehabilitation Inc (the "Company") to participants in the Company's 1998 Stock
Plan, as required by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), has been prepared in accordance with the requirements of Form
S-8 and relates to shares of Common Stock, par value $.001 per share, issued or
reserved for issuance pursuant to awards granted under the 1998 Stock Plan.  The
information with respect to awards granted under the 1998 Stock Plan required in
the Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act.  The
Company shall provide to participants a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of 
Form S-8.
<PAGE>
 
                                    PART II
                                        
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are hereby incorporated by reference in this
registration statement:

      (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;

      (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; and

      (c) The description of the Company's Common Stock contained in its
registration statement on Form 8-A effective on May 10, 1993, which description
was amended on Form 8-A/A filed on May 24, 1993, and any amendment or report
filed for the purpose of further updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      This Item is not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      This Item is not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Restated Certificate of Incorporation provides that the
personal liability of the directors of the Company shall be limited to the
fullest extent permitted by the provisions of Section 102(b)(7) of the Delaware
General Corporation Law, as amended (the "DGCL").  Section 102(b)(7) of the DGCL
generally provides that no director shall be liable personally to the 

                                      II-1
<PAGE>
 
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director; however, the Restated Certificate of Incorporation does not
eliminate the liability of a director for (i) any breach of the director's duty
of loyalty to the Company or its stockholders; (ii) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) acts or omissions in respect of certain unlawful dividend payments or
stock redemptions or repurchases; or (iv) any transaction from which such
director derives improper personal benefit. The effect of this provision is to
eliminate the rights of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary damages against a
director for breach of his or her fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i) through (iv) above. The
limitations summarized above, however, do not affect the ability of the Company
or its stockholders to seek nonmonetary remedies, such as an injunction or
rescission, against a director for breach of his or her fiduciary duty.

      In addition, the Company's Restated Certificate of Incorporation and
Restated Bylaws provide that the Company shall, to the fullest extent permitted
by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant
to Section 145 of the DGCL.  Section 145 of the DGCL permits a company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

      The Company maintains insurance for officers and directors against certain
liabilities, including liabilities under the Securities Act.  The effect of this
insurance is to indemnify any officer or director of the Company against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      This Item is not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.         Description
----------          -----------

   4.1(a)  Restated Certificate of Incorporation (Exhibit 4.1 to Form 8-K/A
           dated June 6, 1996, File No. 0-21428). (1)

   4.1(b)  Certificate of Designations (Exhibit 4.1 to Form 8-K/A dated November
           6, 1996, File No. 0-21428). (1)

   4.2     Restated Bylaws, as amended (Exhibit 3.02 to Form 10-K for the year
           ended December 31, 1996, File No. 0-21428). (1)

                                      II-2
<PAGE>
 
   5.1     Opinion of Shipman & Goodwin LLP as to the legality of the securities
           being registered. (2)

  23.1     Consent of Shipman & Goodwin LLP (included in Exhibit 5.1). (2)

  23.2     Consent of Ernst & Young LLP. (2)

  24.1     Power of Attorney (included in the signature page of this
           registration statement). (2)

  99.1     The Company's 1998 Stock Plan. (2)

__________________________

(1)  Incorporated by reference.

(2)  Filed herewith.


ITEM 9.  UNDERTAKINGS.

      (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.

      (2) That, for the purpose of determining any liability under the
Securities 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.

      (3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 

                                      II-3
<PAGE>
 
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 Securities Act and will be governed by
the final adjudication of such issue.

                                      II-4
<PAGE>
 
                                  SIGNATURES
                                        
     Pursuant to 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 Hingham, Commonwealth of Massachusetts, on August 19,
1998.

                         OCCUPATIONAL HEALTH + REHABILITATION INC


                         By: /s/ John C. Garbarino
                            --------------------------------------------
                            John C. Garbarino,
                            President and Chief Executive Officer

                               POWER OF ATTORNEY
                                        
     Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints John C. Garbarino and Richard P. Quinlan,
and each of them, his true and lawful attorneys-in-fact and agents, 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 (including post-
effective amendments) to this Registration Statement, and to file same, with all
exhibits thereto, and other documents in connection therewith, with 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 said attorneys-in-fact and agents or any of them, of their 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 dates indicated.

<TABLE>
<CAPTION>
                   SIGNATURE                                     TITLE                            DATE
                   ---------                                     -----                            ----
 
<S>                                              <C>                                     <C>
             /s/ John C. Garbarino               President, Chief Executive Officer          August 19, 1998
-----------------------------------------------  (principal executive officer) and
              John C. Garbarino                  Director
 
             /s/ Richard P. Quinlan              Chief Financial Officer and General         August 19, 1998
-----------------------------------------------  Counsel (principal financial officer)
              Richard P. Quinlan
 
             /s/ Edward L. Cahill                Director                                    August 19, 1998
-----------------------------------------------
              Edward L. Cahill
 
             /s/ Kevin J. Dougherty              Director                                    August 19, 1998
-----------------------------------------------
              Kevin J. Dougherty
 
             /s/ Angus M. Duthie                 Director                                    August 19, 1998
-----------------------------------------------
              Angus M. Duthie
 
             /s/ Donald W. Hughes                Director                                    August 19, 1998
-----------------------------------------------
              Donald W. Hughes

             /s/ Frank H. Leone                  Director                                    August 19, 1998
-----------------------------------------------
               Frank H. Leone

             /s/ Steven W. Garfinkle             Director                                    August 19, 1998
-----------------------------------------------
               Steven W. Garfinkle

</TABLE>


                                      II-5
<PAGE>
 
                                 EXHIBIT INDEX
                                 -------------

<TABLE>
<CAPTION>
                                                                               
                                                                               Sequentially      
Exhibit No.                            Description                             Numbered Page  
-----------                            -----------                             -------------
 
<S>              <C>
  4.1(a)          Restated Certificate of Incorporation (Exhibit 4.1 to Form
                  8-K/A dated June 6, 1996, File No. 0-21428). (1)

  4.1(b)          Certificate of Designations (Exhibit 4.1 to Form 8-K/A
                  dated November 6, 1996, File No. 0-21428). (1)

  4.2             Restated Bylaws, as amended (Exhibit 3.02 to Form 10-K for
                  the year ended December 31, 1996, File No. 0-21428). (1)

  5.1             Opinion of Shipman & Goodwin LLP as to the legality of the
                  securities being registered. (2)

 23.1             Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
                  (2)

 23.2             Consent of Ernst & Young LLP. (2)
 
 24.1             Power of Attorney (included in the signature page of this
                  registration statement). (2)

 99.1             The Company's 1998 Stock Plan. (2)

--------------------------
(1)    Incorporated by reference.
(2)    Filed herewith.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19854}]
{"company-data": {"conformed-name": "OCCUPATIONAL HEALTH & REHABILITATION INC", "cik": "0000887757", "assigned-sic": "2834", "irs-number": "133464527", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-61997", "film-number": "98695613"}, "business-address": {"street1": "175 DERBY STREET", "street2": "SUITE 36", "city": "HINGHAM", "state": "MA", "zip": "02043-5048", "phone": "5086811062"}, "mail-address": {"street1": "175 DERBY STREET", "street2": "SUITE 36", "city": "HINGHAM", "state": "MA", "zip": "02043-5048"}, "former-company": {"former-conformed-name": "TELOR OPHTHALMIC PHARMACEUTICALS INC", "date-changed": "19940218"}}
As filed with the Securities and Exchange Commission on August 19, 1998

                                                        Registration No. 333-
--------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                ______________
                                        
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933
                                ______________
                                        

                   OCCUPATIONAL HEALTH + REHABILITATION INC
            (Exact name of registrant as specified in its charter)

                  Delaware                             13-3464527
       (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
       INCORPORATION OR ORGANIZATION)              IDENTIFICATION NO.)
                                ______________
                                        
    175 Derby Street, Suite 36, Hingham, MA               02043
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)            (ZIP CODE)
                                ______________
                                        
                   Occupational Health + Rehabilitation Inc
                                1998 Stock Plan
                           (FULL TITLE OF THE PLAN)
                                ______________
                                        
                               John C. Garbarino
                     President and Chief Executive Officer
                   Occupational Health + Rehabilitation Inc
                          175 Derby Street, Suite 36
                              Hingham, MA  02043
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)
                                ______________
                                        
                                (781) 741-5175
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                                ______________
                                        
                                   Copy to:

                             Donna L. Brooks, Esq.
                             Shipman & Goodwin LLP
                               One American Row
                          Hartford, Connecticut 06103
                                (860) 251-5000

                       CALCULATION  OF REGISTRATION FEE
==========================================================================================================================
                                                          PROPOSED                MAXIMUM
    TITLE OF SECURITIES          AMOUNT TO BE          MAXIMUM OFFERING       AGGREGATE OFFERING          AMOUNT OF
     TO BE REGISTERED             REGISTERED          PRICE PER UNIT (1)          PRICE (1)           REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001......................         150,000                 $6.875               $1,031,250                $304.22
-------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee.
    Pursuant to Rule 457(h), the proposed maximum offering price per share is
    based on the average of the bid and asked price per share of $6.875 on
    August 14, 1998, as reported by the Nasdaq Stock Market.
-------------------------------------------------------------------------------
PART I
                                        
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
                                        
    The Section 10(a) prospectus being delivered by Occupational Health +
Rehabilitation Inc (the "Company") to participants in the Company's 1998 Stock
Plan, as required by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"), has been prepared in accordance with the requirements of Form
S-8 and relates to shares of Common Stock, par value $.001 per share, issued or
reserved for issuance pursuant to awards granted under the 1998 Stock Plan.  The
information with respect to awards granted under the 1998 Stock Plan required in
the Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act.  The
Company shall provide to participants a written statement advising them of the
availability without charge, upon written or oral request, of documents
incorporated by reference herein, as is required by Item 2 of Part I of 
Form S-8.
PART II
                                        
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                        
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents are hereby incorporated by reference in this
registration statement:

      (a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;

      (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998 and June 30, 1998; and

      (c) The description of the Company's Common Stock contained in its
registration statement on Form 8-A effective on May 10, 1993, which description
was amended on Form 8-A/A filed on May 24, 1993, and any amendment or report
filed for the purpose of further updating such description.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to be part thereof from the date of
filing of such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

      This Item is not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      This Item is not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The Company's Restated Certificate of Incorporation provides that the
personal liability of the directors of the Company shall be limited to the
fullest extent permitted by the provisions of Section 102(b)(7) of the Delaware
General Corporation Law, as amended (the "DGCL").  Section 102(b)(7) of the DGCL
generally provides that no director shall be liable personally to the 

                                      II-1
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director; however, the Restated Certificate of Incorporation does not
eliminate the liability of a director for (i) any breach of the director's duty
of loyalty to the Company or its stockholders; (ii) acts or omissions not in
good faith or that involve intentional misconduct or a knowing violation of law;
(iii) acts or omissions in respect of certain unlawful dividend payments or
stock redemptions or repurchases; or (iv) any transaction from which such
director derives improper personal benefit. The effect of this provision is to
eliminate the rights of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary damages against a
director for breach of his or her fiduciary duty of care as a director
(including breaches resulting from negligent or grossly negligent behavior)
except in the situations described in clauses (i) through (iv) above. The
limitations summarized above, however, do not affect the ability of the Company
or its stockholders to seek nonmonetary remedies, such as an injunction or
rescission, against a director for breach of his or her fiduciary duty.

      In addition, the Company's Restated Certificate of Incorporation and
Restated Bylaws provide that the Company shall, to the fullest extent permitted
by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant
to Section 145 of the DGCL.  Section 145 of the DGCL permits a company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer or
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.  Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.

      The Company maintains insurance for officers and directors against certain
liabilities, including liabilities under the Securities Act.  The effect of this
insurance is to indemnify any officer or director of the Company against
expenses, including, without limitation, attorneys' fees, judgments, fines and
amounts paid in settlement, incurred by an officer or director upon a
determination that such person acted in good faith.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      This Item is not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.         Description
----------          -----------

   4.1(a)  Restated Certificate of Incorporation (Exhibit 4.1 to Form 8-K/A
           dated June 6, 1996, File No. 0-21428). (1)

   4.1(b)  Certificate of Designations (Exhibit 4.1 to Form 8-K/A dated November
           6, 1996, File No. 0-21428). (1)

   4.2     Restated Bylaws, as amended (Exhibit 3.02 to Form 10-K for the year
           ended December 31, 1996, File No. 0-21428). (1)

                                      II-2
5.1     Opinion of Shipman & Goodwin LLP as to the legality of the securities
           being registered. (2)

  23.1     Consent of Shipman & Goodwin LLP (included in Exhibit 5.1). (2)

  23.2     Consent of Ernst & Young LLP. (2)

  24.1     Power of Attorney (included in the signature page of this
           registration statement). (2)

  99.1     The Company's 1998 Stock Plan. (2)

__________________________

(1)  Incorporated by reference.

(2)  Filed herewith.

ITEM 9.  UNDERTAKINGS.

      (a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement 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.

      (2) That, for the purpose of determining any liability under the
Securities 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.

      (3) To remove from registration by means of post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13 or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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.

      (c) Insofar as indemnification for liabilities arising under the
Securities 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 

                                      II-3
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 Securities Act and will be governed by
the final adjudication of such issue.

                                      II-4
SIGNATURES
                                        
     Pursuant to 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 Hingham, Commonwealth of Massachusetts, on August 19,
1998.

                         OCCUPATIONAL HEALTH + REHABILITATION INC

                         By: /s/ John C. Garbarino
                            --------------------------------------------
                            John C. Garbarino,
                            President and Chief Executive Officer

                               POWER OF ATTORNEY
                                        
     Know All Persons by These Presents, that each person whose signature
appears below constitutes and appoints John C. Garbarino and Richard P. Quinlan,
and each of them, his true and lawful attorneys-in-fact and agents, 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 (including post-
effective amendments) to this Registration Statement, and to file same, with all
exhibits thereto, and other documents in connection therewith, with 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 said attorneys-in-fact and agents or any of them, of their 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 dates indicated.
SIGNATURE                                     TITLE                            DATE
                   ---------                                     -----                            ----
/s/ John C. Garbarino               President, Chief Executive Officer          August 19, 1998
-----------------------------------------------  (principal executive officer) and
              John C. Garbarino                  Director
 
             /s/ Richard P. Quinlan              Chief Financial Officer and General         August 19, 1998
-----------------------------------------------  Counsel (principal financial officer)
              Richard P. Quinlan
 
             /s/ Edward L. Cahill                Director                                    August 19, 1998
-----------------------------------------------
              Edward L. Cahill
 
             /s/ Kevin J. Dougherty              Director                                    August 19, 1998
-----------------------------------------------
              Kevin J. Dougherty
 
             /s/ Angus M. Duthie                 Director                                    August 19, 1998
-----------------------------------------------
              Angus M. Duthie
 
             /s/ Donald W. Hughes                Director                                    August 19, 1998
-----------------------------------------------
              Donald W. Hughes

             /s/ Frank H. Leone                  Director                                    August 19, 1998
-----------------------------------------------
               Frank H. Leone

             /s/ Steven W. Garfinkle             Director                                    August 19, 1998
-----------------------------------------------
               Steven W. Garfinkle
II-5
EXHIBIT INDEX
                                 -------------
Sequentially      
Exhibit No.                            Description                             Numbered Page  
-----------                            -----------                             -------------
4.1(a)          Restated Certificate of Incorporation (Exhibit 4.1 to Form
                  8-K/A dated June 6, 1996, File No. 0-21428). (1)

  4.1(b)          Certificate of Designations (Exhibit 4.1 to Form 8-K/A
                  dated November 6, 1996, File No. 0-21428). (1)

  4.2             Restated Bylaws, as amended (Exhibit 3.02 to Form 10-K for
                  the year ended December 31, 1996, File No. 0-21428). (1)

  5.1             Opinion of Shipman & Goodwin LLP as to the legality of the
                  securities being registered. (2)

 23.1             Consent of Shipman & Goodwin LLP (included in Exhibit 5.1).
                  (2)

 23.2             Consent of Ernst & Young LLP. (2)
 
 24.1             Power of Attorney (included in the signature page of this
                  registration statement). (2)

 99.1             The Company's 1998 Stock Plan. (2)

--------------------------
(1)    Incorporated by reference.
(2)    Filed herewith.