<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996
                                              Registration No. 333-       
==============================================================================

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________
                                                      
                                    FORM S-8
                              REGISTRATION STATEMENT
                                     UNDER
                            THE SECURITIES ACT OF 1933
                                _________________

                       HORIZON/CMS HEALTHCARE CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     91-1346899
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)

                 6001 INDIAN SCHOOL ROAD, N.E., SUITE 530
                     ALBUQUERQUE, NEW MEXICO  87110

        (Address of principal executive offices, including zip code)
                             _________________

     HORIZON/CMS HEALTHCARE CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the plans)

 
                                                        COPIES TO:

             SCOT SAUDER                          WILLIAM E. JOOR III
   VICE PRESIDENT OF LEGAL AFFAIRS,              VINSON & ELKINS L.L.P.
    SECRETARY AND GENERAL COUNSEL                2300 FIRST CITY TOWER
  HORIZON/CMS HEALTHCARE CORPORATION                   1001 FANNIN
 6001 INDIAN SCHOOL ROAD, N.E., SUITE 530       HOUSTON, TEXAS  77002-6760
        ALBUQUERQUE, NM 87110                         (713) 758-2582
           (505) 881-4961
   (Name, address and telephone number,
including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================
       Title of                            Proposed maximum  Proposed maximum
   securities to be          Amount to be   offering price      aggregate           Amount of
     registered               registered      per share(1)   offering price(1)  registration fee 
- --------------------------------------------------------------------------------------------------
<S>                            <C>               <C>            <C>                  <C>
Common Stock, par value
 $.001 per share(2).......     250,000         $11.875         $2,968,750          $1,061
==================================================================================================
<FN>
(1) Estimated solely for purposes of calculating the registration fee in 
    accordance with Rule 457(h) on the basis of the price of securities 
    of the same class, as determined in accordance with Rule 457(c), using
    the average of the high and low prices reported on the New York Stock
    Exchange for the Registrant's Common Stock on September 25, 1996.

(2) This Registration Statement also pertains to rights to purchase shares
    of Series A Junior Participating Preferred Stock of the Registrant.
    One right is attached to and trades with each share of Common Stock
    of the Registrant.  Until the occurrence of certain events, the 
    rights are not exercisable and will not be evidenced or transferred
    apart from the Common Stock.
</TABLE>

==============================================================================
<PAGE>

                                   PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed with the Securities 
and Exchange Commission (the "Commission") by Horizon/CMS Healthcare 
Corporation, a Delaware corporation (the "Company"), are incorporated herein 
by reference and made a part hereof:

          (a)      Annual Report on Form 10-K for the fiscal year ended 
                   May 31, 1996;

          (b)      Current Report on Form 8-K dated September 18, 1996 (filed 
                   September 27, 1996);

          (c)      Description of the Company's Common Stock, par value $.001 
                   per share, contained in the Company's Registration Statement
                   on Form 8-A dated March 17, 1987, as amended by Amendment 
                   No. 1 on Form 8-A/A dated June 23, 1994 and Amendment No. 2
                   on Form 8-A/A dated September 22, 1994; and 

          (d)      Description of rights to purchase the Company's Series A 
                   Junior Participating Preferred Stock, par value $.001 per
                   share, contained in the Company's Registration Statement 
                   on Form 8-A dated September 16, 1994.

          All documents 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"), subsequent to the effective date of this Registration 
Statement, prior to the filing of a post-effective amendment to this 
Registration Statement indicating that all securities offered hereby have 
been sold or deregistering all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents.  Any statement contained herein or in 
any document incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this 
Registration Statement to the extent that a statement contained 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 to constitute a part of this 
Registration Statement, except as so modified or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

                                     2
<PAGE>

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

          The audited consolidated financial statements and schedules of the 
Company incorporated by reference in this Registration Statement, to the 
extent and for the periods indicated in their reports, have been audited by 
Arthur Andersen LLP, independent public accountants, and Ernst & Young LLP, 
independent auditors, and are included herein in reliance upon the authority 
of said firms as experts in giving said reports.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under Section 145 of the General Corporation Law of the State of 
Delaware (the "DGCL"), a Delaware corporation has the power, under specified 
circumstances, to indemnify its directors, officers, employees and agents in 
connection with threatened, pending or completed actions, suits or 
proceedings, whether civil, criminal, administrative or investigative (other 
than an action by or in right of the corporation), brought against them by 
reason of the fact that they were or are such directors, officers, employees 
or agents, against expenses, judgments, fines and amounts paid in settlement 
actually and reasonably incurred in any such action, suit or proceeding. 
Article XIV of the Company's Restated Certificate of Incorporation together 
with Article IX of its Bylaws provide for indemnification of each person who 
is or was made a party to any actual or threatened civil, criminal, 
administrative or investigative action, suit or proceeding because such 
person is or was an officer or director of the Company or is a person who is 
or was serving at the request of the Company as a director, officer, employee 
or agent of another corporation or of a partnership, joint venture trust or 
other enterprise, including service relating to employee benefit plans, to 
the fullest extent permitted by the DGCL as it existed at the time the 
indemnification provisions of the Company's Restated Certificate of 
Incorporation and the Bylaws were adopted or as may be thereafter amended. 
Article IX of the Company's Bylaws and Article XIV of its Restated 
Certificate of Incorporation expressly provide that they are not the 
exclusive methods of indemnification.

          Article IX of the Bylaws and Article XIV of the Company's Restated 
Certificate of Incorporation also provide that the Company may maintain 
insurance, at its own expense, to protect itself and any director, officer, 
employee or agent of the Company or of another entity against any expense, 
liability or loss, regardless of whether the Company would have the power to 
indemnify such person against such expense, liability or loss under the DGCL.

          Section 102(b)(7) of the DGCL provides that a certificate of 
incorporation may contain a provision eliminating or limiting the personal 
liability of a director to the corporation or its stockholders for monetary 
damages for breach of fiduciary duty as a director, provided that such 
provision shall not eliminate or limit the liability of a director (i) for 
any breach of the director's duty of loyalty to the corporation or its 
stockholders, (ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) under Section 174 
of the DGCL (relating to liability for unauthorized acquisitions or 
redemptions of, or dividends on, capital stock) or (iv) for any transaction 
from which the director derived an improper personal benefit.  Article XI of 
the Company's Restated Certificate of Incorporation contains such a provision.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                      3
<PAGE>

ITEM 8.   EXHIBITS.

          3.1      Restated Certificate of Incorporation of the Company dated
                   March 6, 1987, together with Certificate of Amendment of
                   Certificate of Incorporation dated January 6, 1992
                   (incorporated by reference to Exhibit 3.1 to the Company's
                   Annual Report on Form 10-K for the year ended May 31, 1994).

          3.2      Certificate of Amendment of Restated Certificate of
                   Incorporation dated September 12, 1994  (incorporated by
                   reference to Exhibit 4.2 to the Company's Registration
                   Statement on Form S-8  filed with the Securities and Exchange
                   Commission on September 29, 1994).

          3.3      Certificate of Amendment of Restated Certificate of
                   Incorporation dated July 6, 1995 (incorporated by
                   reference to Exhibit 4.2 to the Company's Registration
                   Statement on Form S-8 (Registration No. 33-61697)).

          3.4      Certificate of Amendment of Restated Certificate of
                   Incorporation dated September 28, 1995 (incorporated by 
                   reference to Exhibit 3.4 to the Company's Registration 
                   Statement on Form S-8 (Registration No. 33-63199)).

          3.5      Certificate of Designation of Series A Junior Participating
                   Preferred Stock dated September 16, 1994 (incorporated by
                   reference to Exhibit 4.3 to the Company's Registration
                   Statement on Form S-8  filed with the Securities and Exchange
                   Commission on September 29, 1994).

          3.6      Amended and Restated Bylaws of the Company dated as of
                   February 28, 1987, together with Amendment to Bylaws Section
                   9.1.1 dated August 30, 1993 (incorporated by reference to
                   Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                   the year ended May 31, 1994).

          3.7      Rights Agreement, dated as of September 15, 1994, between the
                   Company and Chemical Trust Company of California, as Rights
                   Agent, specifying the terms of the rights to purchase the
                   Company's Series A Junior Participating Preferred Stock, and
                   the exhibits thereto (incorporated by reference to Exhibit 1
                   to the Company's Registration Statement on Form 8-A dated
                   September 16, 1994).

         *5.1      Opinion of Vinson & Elkins L.L.P.

         23.1      Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).

        *23.2      Consent of Arthur Andersen LLP.

        *23.3      Consent of Ernst & Young LLP.

         24.1      Powers of Attorney (set forth on signature pages).
       _______________
       *  Filed herewith. 

                                      4

<PAGE>

ITEM 9.   UNDERTAKINGS

          The Company hereby undertakes:

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

                   (a)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                   (b)   To reflect in the prospectus any facts or events 
          arising after the effective date of the 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 this Registration Statement;

                   (c)   To include any material information with respect to
          the plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(c) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Company pursuant to 
Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in this 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 a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

          (4)      That, for the purposes of determining any liability under 
the Securities Act, each filing of the Company's annual report pursuant to 
Section 13(a) 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 this 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

          Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or otherwise, 
the Company has been advised that in the opinion of the 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 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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.  


                                       5

<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act, the Company 
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 Albuquerque, State of New Mexico, on September 27,
1996.

                                  HORIZON/CMS HEALTHCARE CORPORATION


                                  By: /s/ ERNEST A. SCHOFIELD
                                      -----------------------------------
                                      Ernest A. Schofield
                                      Senior Vice President

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Ernest A. Schofield and Scot Sauder, 
or any of them, his true and lawful attorney-in-fact and agent, with full 
power of substitution, 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 the same with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-fact and 
agent full power and authority to do and perform each and every act and thing 
requisite and ratifying and confirming all that said attorney-in-fact and 
agent or his substitute or substitutes may lawfully do or cause to be done by 
virtue hereof.

          Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on the 27th day of September, 1996.

       Signature                      Title                           
       ---------                      -----                           
/s/ NEAL M. ELLIOTT       President, Chief Executive Officer     
- -----------------------   and Chairman of the Board of 
Neal M. Elliott           Directors (Principal Executive
                          Officer)

                          Director                                              
- -----------------------
Charles K. Bradford

/s/ CHARLES H. GONZALES   Director                               
- -----------------------
Charles H. Gonzales

/s/ MICHAEL A. JEFFRIES   Director                               
- -----------------------
Michael A. Jeffries


/s/ FRANK M. McCORD        Director                               
- -----------------------
Frank M. McCord        
 
                                       6

<PAGE>

/s/ RAYMOND N. NOVECK    Director                             
- -----------------------
Raymond N. Noveck

                         Director                             
- -----------------------
Maria Pappas

                         Director                             
- -----------------------
Ronald N. Riner


/s/ ERNEST A. SCHOFIELD  Director, Senior Vice President, 
- ------------------------  Chief Financial Officer and Chief 
Ernest A. Schofield       Accounting Officer (Principal
                          Financial and Accounting
                          Officer)

                                    7

<PAGE>

                               EXHIBIT INDEX


   Exhibit                                                     Sequentially
    Number                     Description                     Numbered Page
    ------                     -----------                     -------------
     3.1        Restated Certificate of Incorporation of the
                Company dated March 6, 1987, together with
                Certificate of Amendment of Certificate of
                Incorporation dated January 6, 1992
                (incorporated by reference to Exhibit 3.1 to
                the Company's Annual Report on Form 10-K for
                the year ended May 31, 1994). 

    3.2         Certificate of Amendment of Restated
                Certificate of Incorporation dated September 12,
                1994 (incorporated by reference to
                Exhibit 4.2  to the Company's Registration
                Statement on Form S-8 filed with the
                Securities Exchange Commission on
                September 29, 1994). 

    3.3         Certificate of Amendment of Restated
                Certificate of Incorporation dated July 6,
                1995 (incorporated by reference to Exhibit 4.2
                to the Company's Registration Statement on
                Form S-8 (Registration No. 33-61697)). 

    3.4         Certificate of Amendment of Restated Certificate of
                Incorporation dated September 28, 1995 (incorporated by 
                reference to Exhibit 3.4 to the Company's Registration 
                Statement on Form S-8 (Registration No. 33-63199)).

    3.5         Certificate of Designation of Series A Junior
                Participating Preferred Stock dated September 16,
                1994 (incorporated by reference to
                Exhibit 4.3  to the Company's Registration
                Statement on Form S-8 filed with the
                Securities Exchange Commission on
                September 29, 1994). 

    3.6         Amended and Restated Bylaws of the Company
                dated as of February 28, 1987, together with
                Amendment to Bylaws Section 9.1.1 dated
                August 30, 1993 (incorporated by reference to
                Exhibit 3.2 to the Company's Annual Report on
                Form 10-K for the year ended May 31, 1994). 

    3.7         Rights Agreement, dated as of September 15,
                1994, between the Company and Chemical Trust
                Company of California, as Rights Agent,
                specifying the terms of the rights to
                purchase the Company's Series A Junior
                Participating Preferred Stock, and the
                exhibits thereto (incorporated by reference
                to Exhibit 1 to the Company's Registration
                Statement on Form 8-A dated September 16,
                1994). 


                                  8


<PAGE>

   *5.1         Opinion of Vinson & Elkins L.L.P. 

   23.1         Consent of Vinson & Elkins L.L.P. (set forth
                in Exhibit 5.1). 

  *23.2         Consent of Arthur Andersen LLP. 


  *23.3         Consent of Ernst & Young LLP. 

   24.1         Powers of Attorney (set forth on signature
                pages). 

__________________
*  Filed herewith.

                                   9
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 23348}]
{"company-data": {"conformed-name": "HORIZON CMS HEALTHCARE CORP", "cik": "0000806151", "assigned-sic": "8051", "irs-number": "911346899", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-12919", "film-number": "96636175"}, "business-address": {"street1": "6001 INDIAN SCHOOL RD NE STE 530", "city": "ALBUQUERQUE", "state": "NM", "zip": "87110", "phone": "5058814961"}, "mail-address": {"street1": "6001 INDIAN SCHOOL RD NE", "street2": "STE 530", "city": "ALBUQUERQUE", "state": "NM", "zip": "87110"}, "former-company": [{"former-conformed-name": "HORIZON HEALTHCARE CORP", "date-changed": "19920703"}, {"former-conformed-name": "HORIZON HEALTH SYSTEMS LP", "date-changed": "19870316"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 1996
                                              Registration No. 333-       
==============================================================================

                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                _________________
                                                      
                                    FORM S-8
                              REGISTRATION STATEMENT
                                     UNDER
                            THE SECURITIES ACT OF 1933
                                _________________

                       HORIZON/CMS HEALTHCARE CORPORATION
             (Exact name of registrant as specified in its charter)

              DELAWARE                                     91-1346899
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization)                     Identification No.)

                 6001 INDIAN SCHOOL ROAD, N.E., SUITE 530
                     ALBUQUERQUE, NEW MEXICO  87110

        (Address of principal executive offices, including zip code)
                             _________________

     HORIZON/CMS HEALTHCARE CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the plans)

 
                                                        COPIES TO:

             SCOT SAUDER                          WILLIAM E. JOOR III
   VICE PRESIDENT OF LEGAL AFFAIRS,              VINSON & ELKINS L.L.P.
    SECRETARY AND GENERAL COUNSEL                2300 FIRST CITY TOWER
  HORIZON/CMS HEALTHCARE CORPORATION                   1001 FANNIN
 6001 INDIAN SCHOOL ROAD, N.E., SUITE 530       HOUSTON, TEXAS  77002-6760
        ALBUQUERQUE, NM 87110                         (713) 758-2582
           (505) 881-4961
   (Name, address and telephone number,
including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE
==================================================================================================
       Title of                            Proposed maximum  Proposed maximum
   securities to be          Amount to be   offering price      aggregate           Amount of
     registered               registered      per share(1)   offering price(1)  registration fee 
- --------------------------------------------------------------------------------------------------
Common Stock, par value
 $.001 per share(2).......     250,000         $11.875         $2,968,750          $1,061
==================================================================================================
(1) Estimated solely for purposes of calculating the registration fee in 
    accordance with Rule 457(h) on the basis of the price of securities 
    of the same class, as determined in accordance with Rule 457(c), using
    the average of the high and low prices reported on the New York Stock
    Exchange for the Registrant's Common Stock on September 25, 1996.

(2) This Registration Statement also pertains to rights to purchase shares
    of Series A Junior Participating Preferred Stock of the Registrant.
    One right is attached to and trades with each share of Common Stock
    of the Registrant.  Until the occurrence of certain events, the 
    rights are not exercisable and will not be evidenced or transferred
    apart from the Common Stock.
==============================================================================
PART II
            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents, which have been filed with the Securities 
and Exchange Commission (the "Commission") by Horizon/CMS Healthcare 
Corporation, a Delaware corporation (the "Company"), are incorporated herein 
by reference and made a part hereof:

          (a)      Annual Report on Form 10-K for the fiscal year ended 
                   May 31, 1996;

          (b)      Current Report on Form 8-K dated September 18, 1996 (filed 
                   September 27, 1996);

          (c)      Description of the Company's Common Stock, par value $.001 
                   per share, contained in the Company's Registration Statement
                   on Form 8-A dated March 17, 1987, as amended by Amendment 
                   No. 1 on Form 8-A/A dated June 23, 1994 and Amendment No. 2
                   on Form 8-A/A dated September 22, 1994; and 

          (d)      Description of rights to purchase the Company's Series A 
                   Junior Participating Preferred Stock, par value $.001 per
                   share, contained in the Company's Registration Statement 
                   on Form 8-A dated September 16, 1994.

          All documents 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"), subsequent to the effective date of this Registration 
Statement, prior to the filing of a post-effective amendment to this 
Registration Statement indicating that all securities offered hereby have 
been sold or deregistering all securities then remaining unsold, shall be 
deemed to be incorporated by reference herein and to be a part hereof from 
the date of filing of such documents.  Any statement contained herein or in 
any document incorporated or deemed to be incorporated by reference herein 
shall be deemed to be modified or superseded for purposes of this 
Registration Statement to the extent that a statement contained 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 to constitute a part of this 
Registration Statement, except as so modified or superseded.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

                                     2
ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          None.

          The audited consolidated financial statements and schedules of the 
Company incorporated by reference in this Registration Statement, to the 
extent and for the periods indicated in their reports, have been audited by 
Arthur Andersen LLP, independent public accountants, and Ernst & Young LLP, 
independent auditors, and are included herein in reliance upon the authority 
of said firms as experts in giving said reports.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under Section 145 of the General Corporation Law of the State of 
Delaware (the "DGCL"), a Delaware corporation has the power, under specified 
circumstances, to indemnify its directors, officers, employees and agents in 
connection with threatened, pending or completed actions, suits or 
proceedings, whether civil, criminal, administrative or investigative (other 
than an action by or in right of the corporation), brought against them by 
reason of the fact that they were or are such directors, officers, employees 
or agents, against expenses, judgments, fines and amounts paid in settlement 
actually and reasonably incurred in any such action, suit or proceeding. 
Article XIV of the Company's Restated Certificate of Incorporation together 
with Article IX of its Bylaws provide for indemnification of each person who 
is or was made a party to any actual or threatened civil, criminal, 
administrative or investigative action, suit or proceeding because such 
person is or was an officer or director of the Company or is a person who is 
or was serving at the request of the Company as a director, officer, employee 
or agent of another corporation or of a partnership, joint venture trust or 
other enterprise, including service relating to employee benefit plans, to 
the fullest extent permitted by the DGCL as it existed at the time the 
indemnification provisions of the Company's Restated Certificate of 
Incorporation and the Bylaws were adopted or as may be thereafter amended. 
Article IX of the Company's Bylaws and Article XIV of its Restated 
Certificate of Incorporation expressly provide that they are not the 
exclusive methods of indemnification.

          Article IX of the Bylaws and Article XIV of the Company's Restated 
Certificate of Incorporation also provide that the Company may maintain 
insurance, at its own expense, to protect itself and any director, officer, 
employee or agent of the Company or of another entity against any expense, 
liability or loss, regardless of whether the Company would have the power to 
indemnify such person against such expense, liability or loss under the DGCL.

          Section 102(b)(7) of the DGCL provides that a certificate of 
incorporation may contain a provision eliminating or limiting the personal 
liability of a director to the corporation or its stockholders for monetary 
damages for breach of fiduciary duty as a director, provided that such 
provision shall not eliminate or limit the liability of a director (i) for 
any breach of the director's duty of loyalty to the corporation or its 
stockholders, (ii) for acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) under Section 174 
of the DGCL (relating to liability for unauthorized acquisitions or 
redemptions of, or dividends on, capital stock) or (iv) for any transaction 
from which the director derived an improper personal benefit.  Article XI of 
the Company's Restated Certificate of Incorporation contains such a provision.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

                                      3
ITEM 8.   EXHIBITS.

          3.1      Restated Certificate of Incorporation of the Company dated
                   March 6, 1987, together with Certificate of Amendment of
                   Certificate of Incorporation dated January 6, 1992
                   (incorporated by reference to Exhibit 3.1 to the Company's
                   Annual Report on Form 10-K for the year ended May 31, 1994).

          3.2      Certificate of Amendment of Restated Certificate of
                   Incorporation dated September 12, 1994  (incorporated by
                   reference to Exhibit 4.2 to the Company's Registration
                   Statement on Form S-8  filed with the Securities and Exchange
                   Commission on September 29, 1994).

          3.3      Certificate of Amendment of Restated Certificate of
                   Incorporation dated July 6, 1995 (incorporated by
                   reference to Exhibit 4.2 to the Company's Registration
                   Statement on Form S-8 (Registration No. 33-61697)).

          3.4      Certificate of Amendment of Restated Certificate of
                   Incorporation dated September 28, 1995 (incorporated by 
                   reference to Exhibit 3.4 to the Company's Registration 
                   Statement on Form S-8 (Registration No. 33-63199)).

          3.5      Certificate of Designation of Series A Junior Participating
                   Preferred Stock dated September 16, 1994 (incorporated by
                   reference to Exhibit 4.3 to the Company's Registration
                   Statement on Form S-8  filed with the Securities and Exchange
                   Commission on September 29, 1994).

          3.6      Amended and Restated Bylaws of the Company dated as of
                   February 28, 1987, together with Amendment to Bylaws Section
                   9.1.1 dated August 30, 1993 (incorporated by reference to
                   Exhibit 3.2 to the Company's Annual Report on Form 10-K for
                   the year ended May 31, 1994).

          3.7      Rights Agreement, dated as of September 15, 1994, between the
                   Company and Chemical Trust Company of California, as Rights
                   Agent, specifying the terms of the rights to purchase the
                   Company's Series A Junior Participating Preferred Stock, and
                   the exhibits thereto (incorporated by reference to Exhibit 1
                   to the Company's Registration Statement on Form 8-A dated
                   September 16, 1994).

         *5.1      Opinion of Vinson & Elkins L.L.P.

         23.1      Consent of Vinson & Elkins L.L.P. (set forth in Exhibit 5.1).

        *23.2      Consent of Arthur Andersen LLP.

        *23.3      Consent of Ernst & Young LLP.

         24.1      Powers of Attorney (set forth on signature pages).
       _______________
       *  Filed herewith. 

                                      4
ITEM 9.   UNDERTAKINGS

          The Company hereby undertakes:

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

                   (a)   To include any prospectus required by Section 10(a)(3)
          of the Securities Act of 1933, as amended (the "Securities Act");

                   (b)   To reflect in the prospectus any facts or events 
          arising after the effective date of the 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 this Registration Statement;

                   (c)   To include any material information with respect to
          the plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

PROVIDED, HOWEVER, that paragraphs (1)(a) and (1)(c) do not apply if the 
information required to be included in a post-effective amendment by those 
paragraphs is contained in periodic reports filed by the Company pursuant to 
Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in this 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 a post-effective 
amendment any of the securities being registered which remain unsold at the 
termination of the offering.

          (4)      That, for the purposes of determining any liability under 
the Securities Act, each filing of the Company's annual report pursuant to 
Section 13(a) 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 this 
Registration Statement shall be deemed to be a new registration statement 
relating to the securities offered herein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof.

          Insofar as indemnification for liabilities arising under the 
Securities Act may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or otherwise, 
the Company has been advised that in the opinion of the 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 
Company of expenses incurred or paid by a director, officer or controlling 
person of the Company 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 Company 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.  

                                       5
SIGNATURES

          Pursuant to the requirements of the Securities Act, the Company 
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 Albuquerque, State of New Mexico, on September 27,
1996.

                                  HORIZON/CMS HEALTHCARE CORPORATION

                                  By: /s/ ERNEST A. SCHOFIELD
                                      -----------------------------------
                                      Ernest A. Schofield
                                      Senior Vice President

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature 
appears below constitutes and appoints Ernest A. Schofield and Scot Sauder, 
or any of them, his true and lawful attorney-in-fact and agent, with full 
power of substitution, 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 the same with all 
exhibits thereto, and other documents in connection therewith, with the 
Securities and Exchange Commission, granting unto said attorney-in-fact and 
agent full power and authority to do and perform each and every act and thing 
requisite and ratifying and confirming all that said attorney-in-fact and 
agent or his substitute or substitutes may lawfully do or cause to be done by 
virtue hereof.

          Pursuant to the requirements of the Securities Act, this 
Registration Statement has been signed by the following persons in the 
capacities indicated on the 27th day of September, 1996.

       Signature                      Title                           
       ---------                      -----                           
/s/ NEAL M. ELLIOTT       President, Chief Executive Officer     
- -----------------------   and Chairman of the Board of 
Neal M. Elliott           Directors (Principal Executive
                          Officer)

                          Director                                              
- -----------------------
Charles K. Bradford

/s/ CHARLES H. GONZALES   Director                               
- -----------------------
Charles H. Gonzales

/s/ MICHAEL A. JEFFRIES   Director                               
- -----------------------
Michael A. Jeffries

/s/ FRANK M. McCORD        Director                               
- -----------------------
Frank M. McCord        
 
                                       6
/s/ RAYMOND N. NOVECK    Director                             
- -----------------------
Raymond N. Noveck

                         Director                             
- -----------------------
Maria Pappas

                         Director                             
- -----------------------
Ronald N. Riner

/s/ ERNEST A. SCHOFIELD  Director, Senior Vice President, 
- ------------------------  Chief Financial Officer and Chief 
Ernest A. Schofield       Accounting Officer (Principal
                          Financial and Accounting
                          Officer)

                                    7
EXHIBIT INDEX

   Exhibit                                                     Sequentially
    Number                     Description                     Numbered Page
    ------                     -----------                     -------------
     3.1        Restated Certificate of Incorporation of the
                Company dated March 6, 1987, together with
                Certificate of Amendment of Certificate of
                Incorporation dated January 6, 1992
                (incorporated by reference to Exhibit 3.1 to
                the Company's Annual Report on Form 10-K for
                the year ended May 31, 1994). 

    3.2         Certificate of Amendment of Restated
                Certificate of Incorporation dated September 12,
                1994 (incorporated by reference to
                Exhibit 4.2  to the Company's Registration
                Statement on Form S-8 filed with the
                Securities Exchange Commission on
                September 29, 1994). 

    3.3         Certificate of Amendment of Restated
                Certificate of Incorporation dated July 6,
                1995 (incorporated by reference to Exhibit 4.2
                to the Company's Registration Statement on
                Form S-8 (Registration No. 33-61697)). 

    3.4         Certificate of Amendment of Restated Certificate of
                Incorporation dated September 28, 1995 (incorporated by 
                reference to Exhibit 3.4 to the Company's Registration 
                Statement on Form S-8 (Registration No. 33-63199)).

    3.5         Certificate of Designation of Series A Junior
                Participating Preferred Stock dated September 16,
                1994 (incorporated by reference to
                Exhibit 4.3  to the Company's Registration
                Statement on Form S-8 filed with the
                Securities Exchange Commission on
                September 29, 1994). 

    3.6         Amended and Restated Bylaws of the Company
                dated as of February 28, 1987, together with
                Amendment to Bylaws Section 9.1.1 dated
                August 30, 1993 (incorporated by reference to
                Exhibit 3.2 to the Company's Annual Report on
                Form 10-K for the year ended May 31, 1994). 

    3.7         Rights Agreement, dated as of September 15,
                1994, between the Company and Chemical Trust
                Company of California, as Rights Agent,
                specifying the terms of the rights to
                purchase the Company's Series A Junior
                Participating Preferred Stock, and the
                exhibits thereto (incorporated by reference
                to Exhibit 1 to the Company's Registration
                Statement on Form 8-A dated September 16,
                1994). 

                                  8
*5.1         Opinion of Vinson & Elkins L.L.P. 

   23.1         Consent of Vinson & Elkins L.L.P. (set forth
                in Exhibit 5.1). 

  *23.2         Consent of Arthur Andersen LLP. 

  *23.3         Consent of Ernst & Young LLP. 

   24.1         Powers of Attorney (set forth on signature
                pages). 

__________________
*  Filed herewith.

                                   9