<PAGE>
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 2002

                                                 Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            OXFORD HEALTH PLANS, INC.
                          -----------------------------
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                    06-1118515
--------                                                    ----------
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                               48 MONROE TURNPIKE
                           TRUMBULL, CONNECTICUT 06611
                 -----------------------------------------------
                    (Address of Principal Executive Offices)

        OXFORD HEALTH PLANS, INC. 2002 EQUITY INCENTIVE COMPENSATION PLAN
        -----------------------------------------------------------------
                            (Full title of the plan)

                               DANIEL N. GREGOIRE
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                            OXFORD HEALTH PLANS, INC.
                               48 MONROE TURNPIKE
                           TRUMBULL, CONNECTICUT 06611
                 -----------------------------------------------
                     (Name and address of agent for service)

                                 (203) 459-6000
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)


<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
Title of shares      Amount to be         Proposed maximum            Proposed maximum            Amount of
to be registered    registered (1)    offering price per share    aggregate offering price    registration fee
----------------    --------------    ------------------------    ------------------------    ----------------
<S>                 <C>               <C>                         <C>                         <C>
Common Stock,       8,350,000                $38.85 (2)              $324,397,500 (2)            $29,845
$.01 par value      shares
</TABLE>


(1)   Represents 8,350,000 shares and other securities issuable upon the
      exercise of stock options, stock appreciation rights, restricted stock or
      units, performance shares or units and other stock-based awards granted
      under the Oxford Health Plans, Inc. 2002 Equity Incentive Compensation
      Plan, plus, pursuant to Rule 416(a) under the Securities Act of 1933, as
      amended, such indeterminate number of additional shares as may be issued
      to prevent dilution resulting from stock splits, stock dividends, or
      similar transactions.

(2)   Estimated solely for the purpose of determining the amount of the
      registration fee pursuant to Rule 457(c) and (h) under the Securities Act
      of 1933, as amended, based on the average of the high and low prices of
      the Company's common stock on the New York Stock Exchange on September 24,
      2002.
<PAGE>
                                Explanatory Note

      The shareholders of Oxford Health Plans, Inc., a Delaware corporation (the
"Company"), have approved the Oxford Health Plans, Inc. 2002 Equity Incentive
Compensation Plan, as of May 8, 2002 (the "2002 Plan"). This Registration
Statement is intended to register 8,350,000 shares of common stock and other
securities to be issued by the Company upon exercise of stock options, stock
appreciation rights, restricted stock or units, performance shares or units and
other stock-based awards awarded under the 2002 Plan.


                                       i
<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*


*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from the Registration Statement in accordance with
      Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
      S-8.


                                       1
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means we can disclose
important information to you by referring you to those documents. The
information included in the following documents is incorporated by reference and
is considered to be a part of this prospectus. The most recent information that
we file with the SEC automatically updates and supersedes more dated
information. We have previously filed the following documents with the SEC and
are incorporating them by reference into this prospectus:

      -     Our Annual Report on Form 10-K for the fiscal year ended December
            31, 2001, filed on February 22, 2002;

      -     Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
            31, 2002, filed on May 10, 2002, as later amended on Form 10-Q/A No.
            1 for the fiscal quarter ended March 31, 2002, filed on August 2,
            2002;

      -     Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
            30, 2002, filed on August 2, 2002;

      -     Our Current Reports on Form 8-K filed on February 6, 2002, April 29,
            2002, May 1, 2002, July 25, 2002, August 2, 2002 and September 19,
            2002; and

      -     The description of our common stock contained in the Registration
            Statement on Form 8-A dated April 5, 2001, filed pursuant to Section
            12 of the Securities Exchange Act of 1934.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to
filing a post-effective amendment that indicates all the shares of common stock
offered have been sold, or that deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference into, and to
be a part of, this Registration Statement from the date of filing of those
documents. The information contained in any such documents will automatically
update and supercede any information previously incorporated by reference into
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.


                                       2
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of the Company in the event of pending or
threatened civil, criminal, administrative or investigative proceedings, if such
person was, or was threatened to be made, a party by reason of the fact that
s/he is or was a director, officer or employee of the Company. Section 145 also
provides that the indemnification provided for therein shall not be deemed
exclusive of any other rights to which those seeking indemnification may
otherwise be entitled.

       Article Eighth of the Second Amended and Restated Certificate of
Incorporation, as amended, of the Company provides that the Company shall
indemnify its officers and directors to the fullest extent permitted by law.
Article Ninth of the Second Amended and Restated Certification of Incorporation,
as amended, of the Company provides that to the fullest extent permitted by the
Delaware General Corporation Law as the same exists or may hereafter be amended,
a director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      Section 6.4 of the Amended and Restated By-laws of the Company states:

       "Section 6.4. Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, including any action
instituted by or on behalf of the Corporation, by reason of the fact that such
person or such person's testator or intestate is or was a director or officer of
the Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer. Expenses incurred by any such person in
defending any such actions, suit or proceeding shall be paid or reimbursed by
the Corporation promptly upon receipt by it of an undertaking of such person to
repay such expense if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person
by this by-law shall be enforceable against the Corporation by such person who
shall be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this by-law shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment. To the extent permitted by Delaware law, the Board may
cause the Corporation to indemnify and reimburse other employees of the
Corporation as it deems appropriate. For purposes of this by-law, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation, which imposes duties on, or involves
services by, such director or officer with respect to any other enterprise or
any employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan, shall be deemed
to be indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation."

       Section 145 of the Delaware General Corporation Law permits the
indemnification provided for by the above by-law provision. The statute further
permits the Company to insure itself for such indemnification.

      Further, certain of the officers of the Company have employment agreements
which contain customary indemnification provisions.


                                       3
<PAGE>
       The Company maintains insurance coverage for its directors and officers
with respect to certain liabilities incurred in their capacities as such and for
the Company with respect to any payments which it becomes obligated to make to
such persons under the foregoing by-law and statutory provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.


                                       4
<PAGE>
ITEM 8. EXHIBITS.

      3(a)  Second Amended and Restated Certificate of Incorporation, as
            amended, of the Company, incorporated by reference to Exhibit 3(a)
            of the Company's Quarterly Report on Form 10-Q for the quarterly
            period ended September 30, 2000 (File No. 0-19442)

      3(b)  Amended and Restated By-laws of the Company incorporated by
            reference to Exhibit 3(b) of the Company's Quarterly Report on Form
            10-Q for the quarterly period ended March 31, 2001 (File No.
            0-19442)

      4(a)  Oxford Health Plans, Inc. 2002 Equity Incentive Compensation Plan
            (filed herewith)

      5     Opinion of Sheehan Phinney Bass + Green, Professional Association
            regarding legality (filed herewith)

      15    Letter by Ernst & Young LLP regarding unaudited consolidated interim
            financial statements (filed herewith)

      23(a) Consent of Ernst & Young LLP (filed herewith)

      23(b) Consent of Sheehan Phinney Bass + Green, Professional Association
            (included in Exhibit 5 hereto)

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:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low and high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

            (iii) 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;


                                       5
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, 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 a 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 of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the Delaware General Corporation
      Law, the Company's certificate of incorporation or the Company's by-laws,
      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 of 1933 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
      Securities Act of 1933 and will be governed by the final adjudication of
      such issue.


                                       6
<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 Trumbull, State of Connecticut, on this 30th day of
September, 2002.

                                    OXFORD HEALTH PLANS, INC.

                                    By:   /s/ NORMAN C. PAYSON, M.D.
                                        --------------------------------
                                        Norman C. Payson, M.D.
                                        Chairman and Chief Executive Officer


                                       7
<PAGE>
      Each person whose signature appears below hereby constitutes and appoints
each of Daniel N. Gregoire and Kurt B. Thompson, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
(including post-effective amendments) to this Registration Statement, to file
the same, together with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices and other documents necessary or
advisable to comply with applicable state securities laws, and to file the same,
together with all other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents or
any of them, or their or his substitutes or substitute, full power and authority
to perform and do each and every act and thing necessary and advisable as fully
to all intents and purposes as he might or could perform and do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue hereof.


                                       8
<PAGE>
      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons as of September
30, 2002 in the capacities indicated.

<TABLE>
<CAPTION>
Signature                              Title
---------                              -----
<S>                                    <C>
/s/ NORMAN C. PAYSON, M.D.             Chairman of the Board and Chief Executive
------------------------------         Officer (Principal Executive Officer)
Norman C. Payson, M.D.

/s/ KURT B. THOMPSON                   Executive Vice President and
------------------------------         Chief Financial Officer
Kurt B. Thompson                       (Principal Financial Officer)

/s/ MARC M. KOLE                       Senior Vice President of Finance and Chief
------------------------------         Accounting Officer
Marc M. Kole                           (Principal Accounting Officer)

/s/ CHARLES G. BERG                    Director
------------------------------
Charles G. Berg

/s/ DAVID BONDERMAN                    Director
------------------------------
David Bonderman

/s/ JOSEPH W. BROWN                    Director
------------------------------
Joseph W. Brown

/s/ JONATHAN J. COSLET                 Director
------------------------------
Jonathan J. Coslet

/s/ ROBERT B. MILLIGAN                 Director
------------------------------
Robert B. Milligan, Jr.

/s/ FRED F. NAZEM                      Director
------------------------------
Fred F. Nazem

/s/ ELLEN A. RUDNICK                   Director
------------------------------
Ellen A. Rudnick

/s/ BENJAMIN H. SAFIRSTEIN, M.D.       Director
--------------------------------
Benjamin H. Safirstein, M.D.

/s/ KENT J. THIRY                      Director
------------------------------
Kent J. Thiry
</TABLE>


                                       9
[{"type": "S-8", "sequence": "1", "filename": "y64249sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21993}]
{"company-data": {"conformed-name": "OXFORD HEALTH PLANS INC", "cik": "0000865084", "assigned-sic": "6324", "irs-number": "061118515", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-100206", "film-number": "02777493"}, "business-address": {"street1": "48 MONROE TURNPIKE", "city": "TRUMBULL", "state": "CT", "zip": "06611", "phone": "2034596000"}, "mail-address": {"street1": "48 MONROE TURNPIKE", "city": "TRUMBULL", "state": "CT", "zip": "06611"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 30, 2002

                                                 Registration Statement No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            OXFORD HEALTH PLANS, INC.
                          -----------------------------
             (Exact Name of Registrant as Specified in Its Charter)

DELAWARE                                                    06-1118515
--------                                                    ----------
(State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                               48 MONROE TURNPIKE
                           TRUMBULL, CONNECTICUT 06611
                 -----------------------------------------------
                    (Address of Principal Executive Offices)

        OXFORD HEALTH PLANS, INC. 2002 EQUITY INCENTIVE COMPENSATION PLAN
        -----------------------------------------------------------------
                            (Full title of the plan)

                               DANIEL N. GREGOIRE
                  EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
                            OXFORD HEALTH PLANS, INC.
                               48 MONROE TURNPIKE
                           TRUMBULL, CONNECTICUT 06611
                 -----------------------------------------------
                     (Name and address of agent for service)

                                 (203) 459-6000
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
Title of shares      Amount to be         Proposed maximum            Proposed maximum            Amount of
to be registered    registered (1)    offering price per share    aggregate offering price    registration fee
----------------    --------------    ------------------------    ------------------------    ----------------
Common Stock,       8,350,000                $38.85 (2)              $324,397,500 (2)            $29,845
$.01 par value      shares
(1)   Represents 8,350,000 shares and other securities issuable upon the
      exercise of stock options, stock appreciation rights, restricted stock or
      units, performance shares or units and other stock-based awards granted
      under the Oxford Health Plans, Inc. 2002 Equity Incentive Compensation
      Plan, plus, pursuant to Rule 416(a) under the Securities Act of 1933, as
      amended, such indeterminate number of additional shares as may be issued
      to prevent dilution resulting from stock splits, stock dividends, or
      similar transactions.

(2)   Estimated solely for the purpose of determining the amount of the
      registration fee pursuant to Rule 457(c) and (h) under the Securities Act
      of 1933, as amended, based on the average of the high and low prices of
      the Company's common stock on the New York Stock Exchange on September 24,
      2002.
Explanatory Note

      The shareholders of Oxford Health Plans, Inc., a Delaware corporation (the
"Company"), have approved the Oxford Health Plans, Inc. 2002 Equity Incentive
Compensation Plan, as of May 8, 2002 (the "2002 Plan"). This Registration
Statement is intended to register 8,350,000 shares of common stock and other
securities to be issued by the Company upon exercise of stock options, stock
appreciation rights, restricted stock or units, performance shares or units and
other stock-based awards awarded under the 2002 Plan.

                                       i
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     Information required by Part I to be contained in the Section 10(a)
      prospectus is omitted from the Registration Statement in accordance with
      Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
      S-8.

                                       1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with them, which means we can disclose
important information to you by referring you to those documents. The
information included in the following documents is incorporated by reference and
is considered to be a part of this prospectus. The most recent information that
we file with the SEC automatically updates and supersedes more dated
information. We have previously filed the following documents with the SEC and
are incorporating them by reference into this prospectus:

      -     Our Annual Report on Form 10-K for the fiscal year ended December
            31, 2001, filed on February 22, 2002;

      -     Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
            31, 2002, filed on May 10, 2002, as later amended on Form 10-Q/A No.
            1 for the fiscal quarter ended March 31, 2002, filed on August 2,
            2002;

      -     Our Quarterly Report on Form 10-Q for the fiscal quarter ended June
            30, 2002, filed on August 2, 2002;

      -     Our Current Reports on Form 8-K filed on February 6, 2002, April 29,
            2002, May 1, 2002, July 25, 2002, August 2, 2002 and September 19,
            2002; and

      -     The description of our common stock contained in the Registration
            Statement on Form 8-A dated April 5, 2001, filed pursuant to Section
            12 of the Securities Exchange Act of 1934.

      All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to
filing a post-effective amendment that indicates all the shares of common stock
offered have been sold, or that deregisters all shares of common stock then
remaining unsold, shall be deemed to be incorporated by reference into, and to
be a part of, this Registration Statement from the date of filing of those
documents. The information contained in any such documents will automatically
update and supercede any information previously incorporated by reference into
this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 of the Delaware General Corporation Law permits
indemnification against expenses, fines, judgments and settlements incurred by
any director, officer or employee of the Company in the event of pending or
threatened civil, criminal, administrative or investigative proceedings, if such
person was, or was threatened to be made, a party by reason of the fact that
s/he is or was a director, officer or employee of the Company. Section 145 also
provides that the indemnification provided for therein shall not be deemed
exclusive of any other rights to which those seeking indemnification may
otherwise be entitled.

       Article Eighth of the Second Amended and Restated Certificate of
Incorporation, as amended, of the Company provides that the Company shall
indemnify its officers and directors to the fullest extent permitted by law.
Article Ninth of the Second Amended and Restated Certification of Incorporation,
as amended, of the Company provides that to the fullest extent permitted by the
Delaware General Corporation Law as the same exists or may hereafter be amended,
a director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director.

      Section 6.4 of the Amended and Restated By-laws of the Company states:

       "Section 6.4. Indemnification of Directors, Officers and Employees. The
Corporation shall indemnify to the fullest extent permitted by law any person
made or threatened to be made a party to any action, suit or proceeding, whether
criminal, civil, administrative or investigative, including any action
instituted by or on behalf of the Corporation, by reason of the fact that such
person or such person's testator or intestate is or was a director or officer of
the Corporation or serves or served at the request of the Corporation any other
enterprise as a director or officer. Expenses incurred by any such person in
defending any such actions, suit or proceeding shall be paid or reimbursed by
the Corporation promptly upon receipt by it of an undertaking of such person to
repay such expense if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation. The rights provided to any person
by this by-law shall be enforceable against the Corporation by such person who
shall be presumed to have relied upon it in serving or continuing to serve as a
director or officer as provided above. No amendment of this by-law shall impair
the rights of any person arising at any time with respect to events occurring
prior to such amendment. To the extent permitted by Delaware law, the Board may
cause the Corporation to indemnify and reimburse other employees of the
Corporation as it deems appropriate. For purposes of this by-law, the term
"Corporation" shall include any predecessor of the Corporation and any
constituent corporation (including any constituent of a constituent) absorbed by
the Corporation in a consolidation or merger; the term "other enterprise" shall
include any corporation, partnership, joint venture, trust or employee benefit
plan; service "at the request of the Corporation" shall include service as a
director or officer of the Corporation, which imposes duties on, or involves
services by, such director or officer with respect to any other enterprise or
any employee benefit plan, its participants or beneficiaries; any excise taxes
assessed on a person with respect to an employee benefit plan, shall be deemed
to be indemnifiable expenses; and action by a person with respect to any
employee benefit plan which such person reasonably believes to be in the
interest of the participants and beneficiaries of such plan shall be deemed to
be action not opposed to the best interests of the Corporation."

       Section 145 of the Delaware General Corporation Law permits the
indemnification provided for by the above by-law provision. The statute further
permits the Company to insure itself for such indemnification.

      Further, certain of the officers of the Company have employment agreements
which contain customary indemnification provisions.

                                       3
The Company maintains insurance coverage for its directors and officers
with respect to certain liabilities incurred in their capacities as such and for
the Company with respect to any payments which it becomes obligated to make to
such persons under the foregoing by-law and statutory provisions.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

                                       4
ITEM 8. EXHIBITS.

      3(a)  Second Amended and Restated Certificate of Incorporation, as
            amended, of the Company, incorporated by reference to Exhibit 3(a)
            of the Company's Quarterly Report on Form 10-Q for the quarterly
            period ended September 30, 2000 (File No. 0-19442)

      3(b)  Amended and Restated By-laws of the Company incorporated by
            reference to Exhibit 3(b) of the Company's Quarterly Report on Form
            10-Q for the quarterly period ended March 31, 2001 (File No.
            0-19442)

      4(a)  Oxford Health Plans, Inc. 2002 Equity Incentive Compensation Plan
            (filed herewith)

      5     Opinion of Sheehan Phinney Bass + Green, Professional Association
            regarding legality (filed herewith)

      15    Letter by Ernst & Young LLP regarding unaudited consolidated interim
            financial statements (filed herewith)

      23(a) Consent of Ernst & Young LLP (filed herewith)

      23(b) Consent of Sheehan Phinney Bass + Green, Professional Association
            (included in Exhibit 5 hereto)

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:

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low and high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement; and

            (iii) 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;

                                       5
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

      (2)   That, for the purpose of determining any liability under the
            Securities Act of 1933, 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 a 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 of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the Delaware General Corporation
      Law, the Company's certificate of incorporation or the Company's by-laws,
      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 of 1933 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
      Securities Act of 1933 and will be governed by the final adjudication of
      such issue.

                                       6
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 Trumbull, State of Connecticut, on this 30th day of
September, 2002.

                                    OXFORD HEALTH PLANS, INC.

                                    By:   /s/ NORMAN C. PAYSON, M.D.
                                        --------------------------------
                                        Norman C. Payson, M.D.
                                        Chairman and Chief Executive Officer

                                       7
Each person whose signature appears below hereby constitutes and appoints
each of Daniel N. Gregoire and Kurt B. Thompson, with full power to act without
the other, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (until revoked in writing) to sign any and all amendments
(including post-effective amendments) to this Registration Statement, to file
the same, together with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all
applications, registration statements, notices and other documents necessary or
advisable to comply with applicable state securities laws, and to file the same,
together with all other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents or
any of them, or their or his substitutes or substitute, full power and authority
to perform and do each and every act and thing necessary and advisable as fully
to all intents and purposes as he might or could perform and do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or
any of them, or their or his substitutes or substitute, may lawfully do or cause
to be done by virtue hereof.

                                       8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons as of September
30, 2002 in the capacities indicated.
Signature                              Title
---------                              -----
/s/ NORMAN C. PAYSON, M.D.             Chairman of the Board and Chief Executive
------------------------------         Officer (Principal Executive Officer)
Norman C. Payson, M.D.

/s/ KURT B. THOMPSON                   Executive Vice President and
------------------------------         Chief Financial Officer
Kurt B. Thompson                       (Principal Financial Officer)

/s/ MARC M. KOLE                       Senior Vice President of Finance and Chief
------------------------------         Accounting Officer
Marc M. Kole                           (Principal Accounting Officer)

/s/ CHARLES G. BERG                    Director
------------------------------
Charles G. Berg

/s/ DAVID BONDERMAN                    Director
------------------------------
David Bonderman

/s/ JOSEPH W. BROWN                    Director
------------------------------
Joseph W. Brown

/s/ JONATHAN J. COSLET                 Director
------------------------------
Jonathan J. Coslet

/s/ ROBERT B. MILLIGAN                 Director
------------------------------
Robert B. Milligan, Jr.

/s/ FRED F. NAZEM                      Director
------------------------------
Fred F. Nazem

/s/ ELLEN A. RUDNICK                   Director
------------------------------
Ellen A. Rudnick

/s/ BENJAMIN H. SAFIRSTEIN, M.D.       Director
--------------------------------
Benjamin H. Safirstein, M.D.

/s/ KENT J. THIRY                      Director
------------------------------
Kent J. Thiry
9