<PAGE>

      As filed with the Securities and Exchange Commission on May 27, 1994

                                                            REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                         HALLMARK HEALTHCARE CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

     DELAWARE                                               63-0817574
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                              300 GALLERIA PARKWAY
                                    SUITE 650
                             ATLANTA, GEORGIA  30339
               (Address of Principal Executive Offices) (Zip Code)


                        1994 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)


                             ROBERT M. THORNTON, JR.
                     PRESIDENT, CHIEF OPERATING OFFICER AND
                             CHIEF FINANCIAL OFFICER
                              300 GALLERIA PARKWAY
                                    SUITE 650
                             ATLANTA, GEORGIA  30339
                                 (404) 933-5500
              (Name and Address, Including Zip Code, and Telephone
               Number, Including Area Code, of Agent for Service)

                                   COPIES TO:

                             ROBERT W. MILLER, ESQ.
                                 KING & SPALDING
                              191 PEACHTREE STREET
                             ATLANTA, GEORGIA  30303
                                 (404) 572-4600
                             ______________________



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

   Title of Each                     Proposed         Proposed
     Class of         Amount         Maximum          Maximum         Amount of
   Securities to       to be     Offering Price      Aggregate      Registration
   be Registered    Registered    Per Share(1)   Offering Price(1)       Fee
- --------------------------------------------------------------------------------
<S>                 <C>          <C>             <C>                <C>
Class A Common Stock,
$.05 par value        200,000        $11.79        $2,358,750.00       $813.36
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<FN>
                              _____________________

(1)      Estimated solely for purposes of calculating the registration fee.  The
         maximum offering price per share is estimated pursuant to Rule 457(c)
         and Rule 457(h) to be eighty-five percent (85%) of the average of the
         high and low sales prices of the Registrant's Class A Common Stock on
         The Nasdaq Stock Market on May 23, 1994.

</TABLE>



<PAGE>

                                     PART II


          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Hallmark Healthcare Corporation (the
"Company") with the Securities and Exchange Commission are hereby incorporated
by reference into this Registration Statement:

     (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1993;

     (2)  All other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since June 30, 1993; and

     (3)  The description of the Company's Class A Common Stock, par value $.05
          per share, contained in the Form 8-A Registration Statement filed
          under the Exchange Act (File No. 0-13991), including any amendment or
          report filed for the purposes of updating such description.

          All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 a part hereof
from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Inapplicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article IX of the Company's Bylaws, as well as Section 145 of the
Delaware General Corporation Law, provide for the indemnification by the Company
of, and advancement by the Company of expenses to, its directors, officers,
employees and agents.  The Company also maintains insurance coverage for its
directors and officers with respect to certain liabilities incurred in their
capacities as such.



<PAGE>

     STATUTORY AUTHORITY

          SECTION 145 OF THE DELAWARE GENERAL CORPORATION LAW PROVIDES:

          SECTION  145.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                         AGENTS; INSURANCE

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

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

                                      - 2 -


<PAGE>

     despite the adjudication of liability but in view of all the circumstances
     of the case, such person is fairly and reasonably entitled to indemnity for
     such expenses which the Court of Chancery or such other court shall deem
     proper.

          (c)  To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b), or
     in defense of any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.

          (d)  Any indemnification under subsections (a) and (b) (unless ordered
     by a court) shall be made by the corporation only as authorized in the
     specific case upon a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances because he has
     met the applicable standard of conduct set forth in subsections (a) and
     (b).  Such determination shall be made (1) by the board of directors by a
     majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (2) if such a quorum is not obtainable,
     or, even if obtainable a quorum of disinterested directors so directs, by
     independent legal counsel in a written opinion, or (3) by the stockholders.


          (e)  Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that he is not entitled to be
     indemnified by the corporation as authorized in this Section.  Such
     expenses (including attorneys' fees) incurred by other employees and agents
     may be so paid upon such terms and conditions, if any, as the board of
     directors deems appropriate.

          (f)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any by-law, agreement,
     vote of stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another capacity while
     holding such office.

          (g)  A corporation shall have power to purchase and maintain insurance
     on behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation,

                                      - 3 -


<PAGE>

     partnership, joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity, or arising
     out of his status as such, whether or not the corporation would have the
     power to indemnify him against such liability under the provisions of this
     Section.

          (h)  For purposes of this Section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers and
     employees or agents, so that any person who is or was a director, officer,
     employee or agent of such constituent corporation, or is or was serving at
     the request of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, shall stand in the same position under the provisions
     of this Section with respect to the resulting or surviving corporation as
     he would have with respect to such constituent corporation if its separate
     existence had continued.

          (i)  For purposes of this Section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to an employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and a person who acted in good
     faith and in a manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan shall be deemed
     to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this Section.

          (j)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, this Section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

                                      - 4 -


<PAGE>

     BYLAW AUTHORITY

          ARTICLE IX OF THE COMPANY'S BYLAWS PROVIDES:

                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

          SECTION 9.1.  CONTINGENT RIGHT TO INDEMNIFICATION - THIRD PARTY
ACTIONS:  AUTHORITY FOR PERMISSIVE INDEMNIFICATION.  The Company shall indemnify
any director or officer of the Company, and may indemnify or obligate itself to
indemnify any other employee or agent of the Company, who was or is a party or
is or was threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such director, officer, employee or agent is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or not taken by such director, officer,
employee or agent while acting in any such capacity, against expenses (including
attorneys' fees), judgment, fines and amounts paid in settlement (whether with
or without court approval) actually and reasonably incurred by such director,
officer, employee or agent in connection with such action, suit or proceeding if
he acted in good faith and in a manner such director, officer, employee or agent
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 conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that such director, officer, employee or agent did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          SECTION 9.2.  CONTINGENT RIGHT TO INDEMNIFICATION -ACTIONS BY OR IN
THE RIGHT OF THE COMPANY; AUTHORITY FOR PERMISSIVE INDEMNIFICATION.  The Company
shall indemnify any director or officer of the Company, and may indemnify or
obligate itself to indemnify any other employee or agent of the Company, who was
or is a party or is or was threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to procure
a judgment in its favor by reason of the fact that such director, officer,
employee or agent is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any

                                      - 5 -


<PAGE>

action alleged to have been taken or not taken by him while acting in any such
capacity, against expenses (including, without limitation, attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company.
The termination of any such threatened or actual action or suit by a settlement
or by an adverse judgment or order shall not of itself, create a presumption
that such director, officer, employee or agent did not act in good faith and in
a manner which he reasonably believed to be in, or not opposed to, the best
interests of the Company.  Nevertheless, there shall be no indemnification with
respect to expenses incurred in connection with any claim, issue or matter as to
which such director, officer, employee or agent shall have been adjudged to be
liable for gross negligence or willful misconduct in the performance of his duty
or duties to the Company unless, and only to the extent that, the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such director, officer, employee or agent is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

          SECTION 9.3.  ABSOLUTE RIGHT TO INDEMNIFICATION.  To the extent that a
director, officer, employee or agent of the Company, or a director, officer,
employee or agent of the Company serving in any other enterprises at the request
of the Company, shall have been successful, on the merits or otherwise, (i) in
defending against any threatened or actual action, suit or proceeding to which
he was a party, or (ii) in defending against any claim, issue or matter therein,
then, regardless of whether such threatened or actual action, suit, proceeding,
claim, issue or matter shall have been asserted by or in the name of the Company
or a third party, he shall be indemnified by the Company against all expenses
(including, without limitation, attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          SECTION 9.4.   COVERAGE OF ACTIONS RELATING TO EMPLOYEE BENEFIT PLANS.
If a director, officer, employee or agent is performing services for an employee
benefit plan at the Company's request then such director's, officer's,
employee's or agent's conduct with respect to such employee benefit plan will
constitute conduct within the meaning of the "good faith" and "best interest"
requirements of Sections 9.1 and 9.2 of this Article which shall or may entitle
such officer or director and may entitle such other person to indemnification
pursuant to the provisions of such sections provided that such person in
reasonably good faith believed that his conduct was in the best interests of the
participants and beneficiaries of the Plan.  A director, officer, employee or
agent is considered to be serving an employee benefit plan at the Company's
request if his duties to the Company also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.

                                      - 6 -


<PAGE>

          SECTION 9.5.   DETERMINATION OF CONDUCT.  Any indemnification under
this Article IX, (unless ordered by court), shall be made by the Company only as
authorized in the specific cases upon a determination that indemnification is
proper in the circumstances because the director, officer, employee or agent of
the Company claiming indemnification has been successful, on the merits or
otherwise, in any final adjudication in defending against any threatened or
actual action, suit or proceeding or in defense of any claim, issue or matter
therein or has met the applicable standard of conduct set forth in Sections 9.1,
9.2 or 9.4, as the case may be.  Such determination shall be made (1) by the
Board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors of the
Company so directs, by independent legal counsel in a written opinion, or (3) by
the stockholders of the Company.

          SECTION 9.6.   ADVANCE OF EXPENSES.  (a) The Company, as authorized by
the Board, may pay for or reimburse the expenses incurred by a director,
officer, employee or agent of the Company or a director, officer, employee or
agent of the Company serving in any other enterprise at the request of the
Company in defending a Proceeding may be paid by the Company in advance of the
final disposition of such Proceeding if:  (i) the person seeking an advance for
expenses furnishes the Company a written affirmation of his good faith belief
that he has met the standard of conduct set forth in Sections 9.1, 9.2 or 9.4,
as the case may be, (ii) the person seeking an advance for expenses furnishes
the Company a written undertaking executed personally or on his behalf to repay
any advances if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this Article IX.

          (b)  In the case of any Proceeding involving a director or an officer
of the Company, the Company shall advance promptly as incurred reasonable fees
and disbursements of counsel for a director or officer for which the Company
might have to indemnify such director or officer -- whether pursuant to this
Section 9.6 or any employment agreement between the Company approved by a
majority of the Board or the Compensation and Audit Committee
thereof -- provided (i) the director or officer shall execute a promissory note
payable to the Company evidencing such advance if requested by the Company and
otherwise comply with such other requirements of Delaware law or the Certificate
of Incorporation or Bylaws of the Company as shall be reasonably requested by
the Company and (ii) the director or officer shall cause such counsel to
cooperate fully in good faith with such requests as the Company or its counsel
may reasonably make in order to endeavor to keep such legal fees and
disbursements at the minimum level consistent with an adequate defense of the
director or officer.

                                      - 7 -


<PAGE>

          (c)  The Undertaking required by paragraphs (a)(ii) and (b)(i) of this
Section 9.6 must be the unlimited general obligation of the person seeking an
advance for expenses but need not be secured and may be accepted without
reference to such person's financial ability to make repayment.

          SECTION 9.7.   INSURANCE.  The Company shall have power to and may
purchase and maintain insurance on behalf of any director, officer, employee or
agent of the Company who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as a director, officer, employee or
agent, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Article IX or applicable law.

          SECTION 9.8.   INDEMNITY NOT EXCLUSIVE.  The indemnification provided
hereunder shall not be deemed exclusive of any other rights to which a director,
officer, employee or agent of the Company seeking indemnification may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
director, officer, employee or agent of the Company who has ceased to be a
director, officer, employee or agent of the Company or engaged in any other
enterprise at the request of the Company and shall inure to the benefit of the
heirs, executors and administrators of such director, officer, employee or
agent.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

          Inapplicable.

ITEM 8.   EXHIBITS.

     EXHIBIT        DESCRIPTION
     -------        -----------

       4.1          Certificate of Incorporation of the Registrant

       4.2          Bylaws of the Registrant (Filed as an exhibit to the
                    Registrant's Form 10-K for the year ended June 30, 1993,
                    filed September 10,  1993, and incorporated herein by this
                    reference)

       5.1          Opinion of King & Spalding regarding legality of shares
                    being registered

                                      - 8 -


<PAGE>

       23.1         Consent of Arthur Andersen & Co., independent auditors

       23.2         Consent of King & Spalding (included in Exhibit 5.1)


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 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 the
     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;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in this 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.


                                      - 9 -


<PAGE>

          (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 (and, where applicable, each filing of an
     employee benefit plan's Annual Report pursuant to Section 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.

          (h)  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 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 Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                     - 10 -


<PAGE>

                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Cobb County, State of Georgia on this 27th day of May, 1994.


                                        HALLMARK HEALTHCARE CORPORATION



                                        By:  /s/ James T. McAfee, Jr.
                                           ------------------------------------
                                                 James T. McAfee, Jr.
                                                 Chairman and Chief Executive
                                                 Officer


          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James T. McAfee, Jr., his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such persons and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on this 27th day of May, 1994.

                                     - 11 -


<PAGE>

SIGNATURE                               TITLE
- ---------                               -----


/s/ James T. McAfee, Jr.                Chairman, Chief Executive Officer
- --------------------------------        and Director
James T. McAfee, Jr.


/s/ Robert M. Thornton, Jr.             President, Chief Operating Officer and
- --------------------------------        Director (Chief Financial Officer,
Robert M. Thornton, Jr.                 Principal Accounting Officer)


/s/ Rolland A. Maxwell                  Director
- --------------------------------
Rolland A. Maxwell


/s/ Kay W. Slayden                      Director
- --------------------------------
Kay W. Slayden


/s/ James E. Martin                     Director
- --------------------------------
James E. Martin


/s/ J. Randolph Seckman                 Director
- --------------------------------
J. Randolph Seckman


                                     - 12 -


<PAGE>

                                  EXHIBIT INDEX


   EXHIBIT          DESCRIPTION                                    PAGE NO.

     4.1            Certificate of Incorporation of the
                    Registrant

     4.2            Bylaws of the Registrant (Filed as
                    an exhibit to the Registrant's Form
                    10-K for the year ended June 30, 1993,
                    filed September 10, 1993, and
                    incorporated herein by this reference)

     5.1            Opinion of King & Spalding, regarding
                    legality of shares being registered

     23.1           Consent of Arthur Andersen & Co.,
                    independent auditors

     23.2           Consent of King & Spalding (included
                    in Exhibit 5.1)

                                     - 13 -
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{"company-data": {"conformed-name": "HALLMARK HEALTHCARE CORP", "cik": "0000765052", "assigned-sic": "8062", "irs-number": "630817574", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-53853", "film-number": "94531057"}, "business-address": {"street1": "300 GALLERIA PKWY STE 650", "city": "ATLANTA", "state": "GA", "zip": "30339", "phone": "4049335500"}, "mail-address": {"street1": "P.O. BOX 723049", "city": "ATLANTA", "state": "GA", "zip": "30339"}, "former-company": {"former-conformed-name": "NATIONAL HEALTHCARE INC", "date-changed": "19920218"}}
As filed with the Securities and Exchange Commission on May 27, 1994

                                                            REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                            ________________________

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                         HALLMARK HEALTHCARE CORPORATION

             (Exact Name of Registrant as Specified in Its Charter)

     DELAWARE                                               63-0817574
(STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                         IDENTIFICATION NO.)

                              300 GALLERIA PARKWAY
                                    SUITE 650
                             ATLANTA, GEORGIA  30339
               (Address of Principal Executive Offices) (Zip Code)

                        1994 EMPLOYEE STOCK PURCHASE PLAN
                            (Full Title of the Plan)

                             ROBERT M. THORNTON, JR.
                     PRESIDENT, CHIEF OPERATING OFFICER AND
                             CHIEF FINANCIAL OFFICER
                              300 GALLERIA PARKWAY
                                    SUITE 650
                             ATLANTA, GEORGIA  30339
                                 (404) 933-5500
              (Name and Address, Including Zip Code, and Telephone
               Number, Including Area Code, of Agent for Service)

                                   COPIES TO:

                             ROBERT W. MILLER, ESQ.
                                 KING & SPALDING
                              191 PEACHTREE STREET
                             ATLANTA, GEORGIA  30303
                                 (404) 572-4600
                             ______________________
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------

   Title of Each                     Proposed         Proposed
     Class of         Amount         Maximum          Maximum         Amount of
   Securities to       to be     Offering Price      Aggregate      Registration
   be Registered    Registered    Per Share(1)   Offering Price(1)       Fee
- --------------------------------------------------------------------------------
Class A Common Stock,
$.05 par value        200,000        $11.79        $2,358,750.00       $813.36
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
_____________________

(1)      Estimated solely for purposes of calculating the registration fee.  The
         maximum offering price per share is estimated pursuant to Rule 457(c)
         and Rule 457(h) to be eighty-five percent (85%) of the average of the
         high and low sales prices of the Registrant's Class A Common Stock on
         The Nasdaq Stock Market on May 23, 1994.
PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The following documents filed by Hallmark Healthcare Corporation (the
"Company") with the Securities and Exchange Commission are hereby incorporated
by reference into this Registration Statement:

     (1)  The Company's Annual Report on Form 10-K for the fiscal year ended
          June 30, 1993;

     (2)  All other reports filed by the Company pursuant to Section 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since June 30, 1993; and

     (3)  The description of the Company's Class A Common Stock, par value $.05
          per share, contained in the Form 8-A Registration Statement filed
          under the Exchange Act (File No. 0-13991), including any amendment or
          report filed for the purposes of updating such description.

          All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder 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 a part hereof
from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Inapplicable.

ITEM 5.   INTEREST OF NAMED EXPERTS AND COUNSEL.

          Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Article IX of the Company's Bylaws, as well as Section 145 of the
Delaware General Corporation Law, provide for the indemnification by the Company
of, and advancement by the Company of expenses to, its directors, officers,
employees and agents.  The Company also maintains insurance coverage for its
directors and officers with respect to certain liabilities incurred in their
capacities as such.
STATUTORY AUTHORITY

          SECTION 145 OF THE DELAWARE GENERAL CORPORATION LAW PROVIDES:

          SECTION  145.  INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
                         AGENTS; INSURANCE

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

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

                                      - 2 -
despite the adjudication of liability but in view of all the circumstances
     of the case, such person is fairly and reasonably entitled to indemnity for
     such expenses which the Court of Chancery or such other court shall deem
     proper.

          (c)  To the extent that a director, officer, employee or agent of a
     corporation has been successful on the merits or otherwise in defense of
     any action, suit or proceeding referred to in subsections (a) and (b), or
     in defense of any claim, issue or matter therein, he shall be indemnified
     against expenses (including attorneys' fees) actually and reasonably
     incurred by him in connection therewith.

          (d)  Any indemnification under subsections (a) and (b) (unless ordered
     by a court) shall be made by the corporation only as authorized in the
     specific case upon a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances because he has
     met the applicable standard of conduct set forth in subsections (a) and
     (b).  Such determination shall be made (1) by the board of directors by a
     majority vote of a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (2) if such a quorum is not obtainable,
     or, even if obtainable a quorum of disinterested directors so directs, by
     independent legal counsel in a written opinion, or (3) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an officer or
     director in defending any civil, criminal, administrative or investigative
     action, suit or proceeding may be paid by the corporation in advance of the
     final disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that he is not entitled to be
     indemnified by the corporation as authorized in this Section.  Such
     expenses (including attorneys' fees) incurred by other employees and agents
     may be so paid upon such terms and conditions, if any, as the board of
     directors deems appropriate.

          (f)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, the other subsections of this section shall not be
     deemed exclusive of any other rights to which those seeking indemnification
     or advancement of expenses may be entitled under any by-law, agreement,
     vote of stockholders or disinterested directors or otherwise, both as to
     action in his official capacity and as to action in another capacity while
     holding such office.

          (g)  A corporation shall have power to purchase and maintain insurance
     on behalf of any person who is or was a director, officer, employee or
     agent of the corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of another
     corporation,

                                      - 3 -
partnership, joint venture, trust or other enterprise against any liability
     asserted against him and incurred by him in any such capacity, or arising
     out of his status as such, whether or not the corporation would have the
     power to indemnify him against such liability under the provisions of this
     Section.

          (h)  For purposes of this Section, references to "the corporation"
     shall include, in addition to the resulting corporation, any constituent
     corporation (including any constituent of a constituent) absorbed in a
     consolidation or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers and
     employees or agents, so that any person who is or was a director, officer,
     employee or agent of such constituent corporation, or is or was serving at
     the request of such constituent corporation as a director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or other enterprise, shall stand in the same position under the provisions
     of this Section with respect to the resulting or surviving corporation as
     he would have with respect to such constituent corporation if its separate
     existence had continued.

          (i)  For purposes of this Section, references to "other enterprises"
     shall include employee benefit plans; references to "fines" shall include
     any excise taxes assessed on a person with respect to an employee benefit
     plan; and references to "serving at the request of the corporation" shall
     include any service as a director, officer, employee or agent of the
     corporation which imposes duties on, or involves services by, such
     director, officer, employee or agent with respect to an employee benefit
     plan, its participants, or beneficiaries; and a person who acted in good
     faith and in a manner he reasonably believed to be in the interest of the
     participants and beneficiaries of an employee benefit plan shall be deemed
     to have acted in a manner "not opposed to the best interests of the
     corporation" as referred to in this Section.

          (j)  The indemnification and advancement of expenses provided by, or
     granted pursuant to, this Section shall, unless otherwise provided when
     authorized or ratified, continue as to a person who has ceased to be a
     director, officer, employee or agent and shall inure to the benefit of the
     heirs, executors and administrators of such a person.

                                      - 4 -
BYLAW AUTHORITY

          ARTICLE IX OF THE COMPANY'S BYLAWS PROVIDES:

                                   ARTICLE IX

                          INDEMNIFICATION AND INSURANCE

          SECTION 9.1.  CONTINGENT RIGHT TO INDEMNIFICATION - THIRD PARTY
ACTIONS:  AUTHORITY FOR PERMISSIVE INDEMNIFICATION.  The Company shall indemnify
any director or officer of the Company, and may indemnify or obligate itself to
indemnify any other employee or agent of the Company, who was or is a party or
is or was threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such director, officer, employee or agent is or was a director,
officer, employee or agent of the Company, or is or was serving at the request
of the Company as a director, officer, employee or agent of another company,
partnership, joint venture, trust or other enterprise, or by reason of any
action alleged to have been taken or not taken by such director, officer,
employee or agent while acting in any such capacity, against expenses (including
attorneys' fees), judgment, fines and amounts paid in settlement (whether with
or without court approval) actually and reasonably incurred by such director,
officer, employee or agent in connection with such action, suit or proceeding if
he acted in good faith and in a manner such director, officer, employee or agent
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 conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that such director, officer, employee or agent did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

          SECTION 9.2.  CONTINGENT RIGHT TO INDEMNIFICATION -ACTIONS BY OR IN
THE RIGHT OF THE COMPANY; AUTHORITY FOR PERMISSIVE INDEMNIFICATION.  The Company
shall indemnify any director or officer of the Company, and may indemnify or
obligate itself to indemnify any other employee or agent of the Company, who was
or is a party or is or was threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the Company to procure
a judgment in its favor by reason of the fact that such director, officer,
employee or agent is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any

                                      - 5 -
action alleged to have been taken or not taken by him while acting in any such
capacity, against expenses (including, without limitation, attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the Company.
The termination of any such threatened or actual action or suit by a settlement
or by an adverse judgment or order shall not of itself, create a presumption
that such director, officer, employee or agent did not act in good faith and in
a manner which he reasonably believed to be in, or not opposed to, the best
interests of the Company.  Nevertheless, there shall be no indemnification with
respect to expenses incurred in connection with any claim, issue or matter as to
which such director, officer, employee or agent shall have been adjudged to be
liable for gross negligence or willful misconduct in the performance of his duty
or duties to the Company unless, and only to the extent that, the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such director, officer, employee or agent is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

          SECTION 9.3.  ABSOLUTE RIGHT TO INDEMNIFICATION.  To the extent that a
director, officer, employee or agent of the Company, or a director, officer,
employee or agent of the Company serving in any other enterprises at the request
of the Company, shall have been successful, on the merits or otherwise, (i) in
defending against any threatened or actual action, suit or proceeding to which
he was a party, or (ii) in defending against any claim, issue or matter therein,
then, regardless of whether such threatened or actual action, suit, proceeding,
claim, issue or matter shall have been asserted by or in the name of the Company
or a third party, he shall be indemnified by the Company against all expenses
(including, without limitation, attorneys' fees) actually and reasonably
incurred by him in connection therewith.

          SECTION 9.4.   COVERAGE OF ACTIONS RELATING TO EMPLOYEE BENEFIT PLANS.
If a director, officer, employee or agent is performing services for an employee
benefit plan at the Company's request then such director's, officer's,
employee's or agent's conduct with respect to such employee benefit plan will
constitute conduct within the meaning of the "good faith" and "best interest"
requirements of Sections 9.1 and 9.2 of this Article which shall or may entitle
such officer or director and may entitle such other person to indemnification
pursuant to the provisions of such sections provided that such person in
reasonably good faith believed that his conduct was in the best interests of the
participants and beneficiaries of the Plan.  A director, officer, employee or
agent is considered to be serving an employee benefit plan at the Company's
request if his duties to the Company also impose duties on, or otherwise involve
services by, him to the plan or to participants in or beneficiaries of the plan.

                                      - 6 -
SECTION 9.5.   DETERMINATION OF CONDUCT.  Any indemnification under
this Article IX, (unless ordered by court), shall be made by the Company only as
authorized in the specific cases upon a determination that indemnification is
proper in the circumstances because the director, officer, employee or agent of
the Company claiming indemnification has been successful, on the merits or
otherwise, in any final adjudication in defending against any threatened or
actual action, suit or proceeding or in defense of any claim, issue or matter
therein or has met the applicable standard of conduct set forth in Sections 9.1,
9.2 or 9.4, as the case may be.  Such determination shall be made (1) by the
Board by a majority vote of a quorum consisting of Directors who were not
parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or even if obtainable a quorum of disinterested directors of the
Company so directs, by independent legal counsel in a written opinion, or (3) by
the stockholders of the Company.

          SECTION 9.6.   ADVANCE OF EXPENSES.  (a) The Company, as authorized by
the Board, may pay for or reimburse the expenses incurred by a director,
officer, employee or agent of the Company or a director, officer, employee or
agent of the Company serving in any other enterprise at the request of the
Company in defending a Proceeding may be paid by the Company in advance of the
final disposition of such Proceeding if:  (i) the person seeking an advance for
expenses furnishes the Company a written affirmation of his good faith belief
that he has met the standard of conduct set forth in Sections 9.1, 9.2 or 9.4,
as the case may be, (ii) the person seeking an advance for expenses furnishes
the Company a written undertaking executed personally or on his behalf to repay
any advances if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized in this Article IX.

          (b)  In the case of any Proceeding involving a director or an officer
of the Company, the Company shall advance promptly as incurred reasonable fees
and disbursements of counsel for a director or officer for which the Company
might have to indemnify such director or officer -- whether pursuant to this
Section 9.6 or any employment agreement between the Company approved by a
majority of the Board or the Compensation and Audit Committee
thereof -- provided (i) the director or officer shall execute a promissory note
payable to the Company evidencing such advance if requested by the Company and
otherwise comply with such other requirements of Delaware law or the Certificate
of Incorporation or Bylaws of the Company as shall be reasonably requested by
the Company and (ii) the director or officer shall cause such counsel to
cooperate fully in good faith with such requests as the Company or its counsel
may reasonably make in order to endeavor to keep such legal fees and
disbursements at the minimum level consistent with an adequate defense of the
director or officer.

                                      - 7 -
(c)  The Undertaking required by paragraphs (a)(ii) and (b)(i) of this
Section 9.6 must be the unlimited general obligation of the person seeking an
advance for expenses but need not be secured and may be accepted without
reference to such person's financial ability to make repayment.

          SECTION 9.7.   INSURANCE.  The Company shall have power to and may
purchase and maintain insurance on behalf of any director, officer, employee or
agent of the Company who is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as a director, officer, employee or
agent, whether or not the Company would have the power to indemnify him against
such liability under the provisions of this Article IX or applicable law.

          SECTION 9.8.   INDEMNITY NOT EXCLUSIVE.  The indemnification provided
hereunder shall not be deemed exclusive of any other rights to which a director,
officer, employee or agent of the Company seeking indemnification may be
entitled under any other bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
director, officer, employee or agent of the Company who has ceased to be a
director, officer, employee or agent of the Company or engaged in any other
enterprise at the request of the Company and shall inure to the benefit of the
heirs, executors and administrators of such director, officer, employee or
agent.

ITEM 7.   EXEMPTIONS FROM REGISTRATION CLAIMED.

          Inapplicable.

ITEM 8.   EXHIBITS.

     EXHIBIT        DESCRIPTION
     -------        -----------

       4.1          Certificate of Incorporation of the Registrant

       4.2          Bylaws of the Registrant (Filed as an exhibit to the
                    Registrant's Form 10-K for the year ended June 30, 1993,
                    filed September 10,  1993, and incorporated herein by this
                    reference)

       5.1          Opinion of King & Spalding regarding legality of shares
                    being registered

                                      - 8 -
23.1         Consent of Arthur Andersen & Co., independent auditors

       23.2         Consent of King & Spalding (included in Exhibit 5.1)

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 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 the
     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;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration Statement is on Form S-3 or Form S-8, and the information
     required to be included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed by the Registrant pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in this 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.

                                      - 9 -
(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 (and, where applicable, each filing of an
     employee benefit plan's Annual Report pursuant to Section 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.

          (h)  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 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 Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                     - 10 -
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Cobb County, State of Georgia on this 27th day of May, 1994.

                                        HALLMARK HEALTHCARE CORPORATION

                                        By:  /s/ James T. McAfee, Jr.
                                           ------------------------------------
                                                 James T. McAfee, Jr.
                                                 Chairman and Chief Executive
                                                 Officer

          KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James T. McAfee, Jr., his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such persons and in his name, place and stead, in any and all capacities, to
sign any and all amendments to this Registration Statement, and to file the same
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully and to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or his substitute, may
lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on this 27th day of May, 1994.

                                     - 11 -
SIGNATURE                               TITLE
- ---------                               -----

/s/ James T. McAfee, Jr.                Chairman, Chief Executive Officer
- --------------------------------        and Director
James T. McAfee, Jr.

/s/ Robert M. Thornton, Jr.             President, Chief Operating Officer and
- --------------------------------        Director (Chief Financial Officer,
Robert M. Thornton, Jr.                 Principal Accounting Officer)

/s/ Rolland A. Maxwell                  Director
- --------------------------------
Rolland A. Maxwell

/s/ Kay W. Slayden                      Director
- --------------------------------
Kay W. Slayden

/s/ James E. Martin                     Director
- --------------------------------
James E. Martin

/s/ J. Randolph Seckman                 Director
- --------------------------------
J. Randolph Seckman

                                     - 12 -
EXHIBIT INDEX

   EXHIBIT          DESCRIPTION                                    PAGE NO.

     4.1            Certificate of Incorporation of the
                    Registrant

     4.2            Bylaws of the Registrant (Filed as
                    an exhibit to the Registrant's Form
                    10-K for the year ended June 30, 1993,
                    filed September 10, 1993, and
                    incorporated herein by this reference)

     5.1            Opinion of King & Spalding, regarding
                    legality of shares being registered

     23.1           Consent of Arthur Andersen & Co.,
                    independent auditors

     23.2           Consent of King & Spalding (included
                    in Exhibit 5.1)

                                     - 13 -