As filed with the Securities and Exchange Commission on February 23, 2005

                                                  Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                              _________________

                         AMERICAN HEALTHCHOICE, INC.
           (Exact name of the Company as specified in its charter)

            New York                                         11-2931252
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                        Identification No.)


                       2221 Justin Road, Suite 119-154
                          Flower Mound, Texas 75028
                   (Address of principal executive offices)
                              _________________

                            2005 STOCK OPTION PLAN

                             Dr. Joseph W. Stucki
                         American HealthChoice, Inc.
                       2221 Justin Road, Suite 119-154
                          Flower Mound, Texas 75028
                   (Name and address of agent for service)

                                (972) 538-0122

                               With copies to:

                            Ronald L. Brown, Esq.
                              Andrews Kurth LLP
                         1717 Main Street, Suite 3700
                             Dallas, Texas 75201
                                (214) 659-4469


                       CALCULATION OF REGISTRATION FEE

 ----------------------------------------------------------------------------
                                  Proposed       Proposed
                                   Maximum        Maximum
    Title of      Amount to be    Offering       Aggregate         Amount of
 Securities to     Registered     Price per    Offering Price    Registration
 be Registered        (1)         Share (2)        (1)(2)           Fee (2)
 ----------------------------------------------------------------------------
 Common Stock,     5,000,000        $0.17         $850,000         $100.05
 $0.001
 ----------------------------------------------------------------------------

 (1)  In addition, pursuant to Rule 416(c) under the Securities Act of  1933,
      as  amended  (the "Securities  Act"), this  Registration Statement also
      covers an  indeterminate  number  of  additional  shares  that  may  be
      issuable in connection  with share splits,  share dividends or  similar
      transactions.

 (2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely  for
      the purpose of calculating the registration  fee, based on the  average
      of the bid and asked prices for the Company's common stock as  reported
      within five business days prior to the date of this filing.



                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


 Item 1.  Plan Information. *
          -----------------


 Item 2.  Company Information and Employee Plan Annual Information. *
          ---------------------------------------------------------

 * The document(s) containing the information specified in Part 1 of Form S-8
 will be  sent  or given  to  participants  as specified  by  Rule  428(b)(1)
 promulgated by  the Securities  and Exchange  Commission (the  "Commission")
 under the Securities Act of  1933,  as amended (the "Securities Act").  Such
 document(s) are not being filed with  the Commission,  but constitute (along
 with the documents incorporated by reference into the Registration Statement
 pursuant to  Item  3  of  Part  II  hereof)  a  prospectus  that  meets  the
 requirements of Section 10(a) of the Act.


                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


 Item 3.   Incorporation of Certain Documents by Reference.
           ------------------------------------------------

      The following documents  previously or concurrently  filed by  American
 HealthChoice,  Inc.  (the   "Company")  with  the   Commission  are   hereby
 incorporated by reference into this Registration Statement:

      (a)  The Company's Annual  Report on Form  10-KSB for  the fiscal  year
           ended September 30,  2004  (the  "Annual  Report")  filed  by  the
           Company (SEC File No. 000-26740) under the Securities Exchange Act
           of 1934 (the "Exchange Act").

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of  the
           Exchange Act  since the  end of  the fiscal  year covered  by  the
           Annual Report referred to in (a) above.

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


 Item 4.   Description of Securities.
           --------------------------

      The only outstanding class  of equity securities.  As  of December  31,
 2004, 102,205,259 common shares of the Company's common stock held of record
 by approximately 200  persons and 20,000  shares of the  Company's Series  B
 Preferred Stock held by 4 persons.  Each share of common stock entitles  the
 holder of record thereof to cast one vote  on all matters acted upon at  the
 Company's stockholder meetings.  Directors are elected by a plurality  vote.
 Because holders  of  common stock  do  not have  cumulative  voting  rights,
 holders or a single  holder of more  than 50% of  the outstanding shares  of
 common stock present and voting  at an annual meeting  at which a quorum  is
 present can elect all of the  Company's directors.  Holders of common  stock
 have no preemptive rights and have no  right  to convert  their common stock
 into any other securities.  All  of the  outstanding shares of common  stock
 are fully paid and non-assessable.  Holders of common stock are entitled  to
 receive ratably such dividends, if any, as may be declared from time to time
 by the  Board  of  Directors  in its  sole  discretion  from  funds  legally
 available therefor.  In  the event the Company  is liquidated, dissolved  or
 wound up,  holders of  common stock  are entitled  to share  ratably in  the
 assets remaining after liabilities and all accrued and unpaid cash dividends
 are paid.


 Item 5.   Interests of Named Experts and Counsel.
           ---------------------------------------

      Not applicable.


 Item 6.   Indemnification of Directors and Officers.
           ------------------------------------------

      In accordance with  the Business Corporation  Law of the  State of  New
 York (the "Business Corporation  Law"), Articles 9 and  10 of the  Company's
 Certificate of Incorporation (the "Certificate") provides that except as may
 otherwise be specifically provided in the  Certificate, no provision of  the
 Certificate is  intended  by  the  Company  to  be  construed  as  limiting,
 prohibiting, denying, or abrogating any of the general or specific powers or
 rights conferred under the Business Corporation  Law upon the Company,  upon
 its shareholders, bondholders, and security holders, and upon its directors,
 officers, and other corporate personnel, including, in particular the  power
 of the Company to furnish indemnification  to directors and officers in  the
 capacities defined and prescribed  by the Business  Corporation Law and  the
 defined and prescribed rights of said persons to indemnification as the same
 are conferred by the Business Corporation Law.

      No director of the Company shall be personally liable to the Company or
 any of its shareholders for damages for any breach of duty in such  capacity
 except if a judgment or other final adjudication adverse to him  establishes
 that his  acts  or omissions  were  in  bad faith  or  involved  intentional
 misconduct or a knowing violation of  the law, or that he personally  gained
 in fact a financial profit  or other advantage to  which he was not  legally
 entitled or that his acts violated  Section 719 of the Business  Corporation
 Law.

      Article V of the Company Bylaws further provide as follows:

           On the  terms,  to  the extent,  and  subject  to  the  conditions
           prescribed by statute,  and by such  rules and by  such rules  and
           regulations, not inconsistent with statute, that the board may  in
           its  discretion impose  in general  or particular cases or classes
           or cases:  (a) the  Company  shall indemnify  any  person  made or
           threatened to be made party to  an action or proceeding, civil  or
           criminal, including any  action by or  in the right  of any  other
           corporation of any type  or kind, domestic  or foreign, which  any
           director or officer of the Company  served in any capacity at  the
           request of  the  Company, by  reason  of  the fact  that  he,  his
           testator or intestate, was a director  or officer of the  Company,
           or  served  such  other  corporation  in  any  capacity,   against
           judgments,  fines,  amounts  paid  in  settlement  and  reasonable
           expenses, including  attorneys'  fees,  actually  and  necessarily
           incurred as a result  of such action or  proceeding or any  appeal
           therein, and  (b)  the  Company  may  pay,  in  advance  of  final
           disposition of any action or proceeding, expenses incurred by such
           person in defending such action or proceeding.  The Company  shall
           indemnify and make advancements to  any person made or  threatened
           to be made a party to any  such action or proceeding by reason  of
           the fact  that he,  his testator  or intestate,  was an  agent  or
           employee (other than a director or  an officer) of the Company  or
           served another corporation at  the request of  the Company in  any
           capacity,  on  the  terms,  to  the  extent  and  subject  to  the
           conditions prescribed by statute, and by any rules and regulations
           of the board  which would have  been applicable if  he had been  a
           director or officer of the Company.


 Item 7.   Exemption from Registration Claimed.
           ------------------------------------

      Not Applicable.


 Item 8.   Exhibits.
           ---------
      4.9.1   2005 Stock Option Plan

      4.9.2   Form of Incentive Stock Option Agreement

      4.9.3.  Form of Non-Qualified Stock Option Agreement

      5.1     Opinion of Andrews Kurth LLP.

      23.1    Consent of Lane Gorman & Trubitt, L.L.P.

      23.4    Consent of Andrews Kurth LLP (included in Exhibit 5.1).

      24.1    Power of Attorney (included on Signature Page to the
              Registration Statement).


 Item 9.   Undertakings.
           -------------

      (a)  The undersigned Company hereby undertakes:

           (1)  To  file,  during  any  period  in  which offers or sales are
                being  made,  a post-effective amendment to the  Registration
                Statement to: (i) include any prospectus required by  Section
                10(a)(3)  of  the  Securities   Act;  (ii)  reflect  in   the
                prospectus any facts  or events arising  after the  effective
                date  of the Registration  Statement  which,  individually or
                in  the  aggregate,  represent  a  fundamental  change in the
                information set  forth  in the  Registration  Statement;  and
                notwithstanding the foregoing,  any increase  or  decrease in
                volume  of  securities  offered (if the  total  dollar  value
                of  securities  offered  would  not  exceed  that  which  was
                registered) and any deviation  from the low   or high end  of
                the estimated maximum offering range may be reelected in  the
                form of a  prospectus filed with  the Commission pursuant  to
                Rule 424(b) if, in the aggregate,  the changes in volume  and
                price represent  no more  than a  20  percent change  in  the
                maximum  aggregate   offering   price  set   forth   in   the
                "Calculation  of   Registration"  table   in  the   effective
                registration  statement;  and  (iii)  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 provisions (i) and (ii)  of
                this undertaking are  inapplicable if the  information to  be
                filed thereunder is  contained in periodic  reports filed  by
                the  Company   pursuant  to   the  Exchange   Act  that   are
                incorporated by reference into the Registration Statement.

           (2)  That, for the purpose of determining any liability under  the
                Securities Act, each such  post-effective amendment shall  be
                deemed to be  a new  registration statement  relating to  the
                securities  offered  therein,  and   the  offering  of   such
                securities at that  time shall be  deemed to  be the  initial
                bona fide offering thereof.

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

      (b)  Insofar  as  indemnification  for  liabilities  arising  under the
 Securities Act  may  be permitted  to  directors, officers  and  controlling
 persons  of  the  registrant  pursuant  to  the  foregoing  provisions,   or
 otherwise, the  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 director,  officer
 or controlling  person 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 is against public policy as expressed in the
 Securities Act and will be governed by the final adjudication of such issue.

      (c) The Company hereby undertakes that, for purposes of determining any
 liability under  the Securities  Act, each  filing of  the Company's  annual
 report pursuant to Section  13(a) or 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 therein,  and the offering  of
 such securities at that  time shall be  deemed to be  the initial bona  fide
 offering thereof.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act, the Company and has
 duly caused this Registration  Statement to be signed  on its behalf by  the
 undersigned, thereunto duly authorized, in the  City of Flower Mound,  State
 of Texas, on February 23, 2005.

                               AMERICAN HEALTHCHOICE, INC.

                               By:  /s/ Dr. Joseph W. Stucki
                                  -------------------------------------
                                  Dr. Joseph W. Stucki, Chief Executive
                                  Officer and President

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 Registration Statement has been signed below by the following persons in the
 capacities and on the dates indicated.   Each person whose signature to  the
 Registration Statement appears below hereby appoints John Stuecheli, as such
 person's attorney-in-fact with full power to  act alone, with full power  of
 substitution or resubstitution, for such person  and in such person's  name,
 place and stead, in any and all capacities to sign on such person's  behalf,
 individually and in  the capacities stated  below, and to  file any and  all
 amendments and  post-effective amendments  to this  Registration  Statement,
 which amendment or amendments  may make such changes  and additions as  such
 attorney-in-fact may deem necessary or appropriate.

 Name                      Office                           Date
 ------------------------  -------------------------------  ----------------
 /s/ Dr. Joseph W. Stucki  Chairman, Chief Executive        February 23, 2005
 Dr. Joseph W. Stucki      Officer, President and Director
                           (Principal Executive Officer)

 /s/ John Stuecheli        Vice President-Finance and       February 23, 2005
 John Stuecheli            Chief Financial Officer
                           (Principal Financial and
                           Accounting Officer)

 /s/ V. John Mansfield     Director                         February 23, 2005
 V. John Mansfield

 /s/ James Roberts         Director                         February 23, 2005
 James Roberts

 /s/ Dr. Jeff Jones        Director                         February 23, 2005
 Dr. Jeff Jones

 /s/ Dr. Michael Smith     Director                         February 23, 2005
 Dr. Michael Smith

<PAGE>


                         AMERICAN HEALTHCHOICE, INC.

                                EXHIBIT INDEX
                                      TO
                       FORM S-8 REGISTRATION STATEMENT


   EXHIBIT NO.                        DESCRIPTION.

      4.9.1   2005 Stock Option Plan

      4.9.2   Form of Incentive Stock Option Agreement

      4.9.3.  Form of Non-Qualified Stock Option Agreement

      5.1     Opinion of Andrews Kurth LLP.

      23.1    Consent of Lane Gorman & Trubitt, L.L.P.

      23.4    Consent of Andrews Kurth LLP (included in Exhibit 5.1).

      24.1    Power of Attorney (included on Signature Page to the
              Registration Statement).
[{"type": "S-8", "sequence": "1", "filename": "ahc0205s8.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 19830}]
{"company-data": {"conformed-name": "AMERICAN HEALTHCHOICE INC /NY/", "cik": "0000854862", "assigned-sic": "8011", "irs-number": "112931252", "state-of-incorporation": "NY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122958", "film-number": "05633851"}, "business-address": {"street1": "2221 JUSTIN ROAD, SUITE 119-154", "city": "FLOWER MOUND", "state": "TX", "zip": "75028", "phone": "9727511900"}, "mail-address": {"street1": "2221 JUSTIN ROAD, SUITE 119-154", "city": "FLOWER MOUND", "state": "TX", "zip": "75028"}, "former-company": {"former-conformed-name": "PAUDAN INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on February 23, 2005

                                                  Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    Under
                          The Securities Act of 1933
                              _________________

                         AMERICAN HEALTHCHOICE, INC.
           (Exact name of the Company as specified in its charter)

            New York                                         11-2931252
 (State or other jurisdiction of                          (I.R.S. Employer
  incorporation or organization)                        Identification No.)

                       2221 Justin Road, Suite 119-154
                          Flower Mound, Texas 75028
                   (Address of principal executive offices)
                              _________________

                            2005 STOCK OPTION PLAN

                             Dr. Joseph W. Stucki
                         American HealthChoice, Inc.
                       2221 Justin Road, Suite 119-154
                          Flower Mound, Texas 75028
                   (Name and address of agent for service)

                                (972) 538-0122

                               With copies to:

                            Ronald L. Brown, Esq.
                              Andrews Kurth LLP
                         1717 Main Street, Suite 3700
                             Dallas, Texas 75201
                                (214) 659-4469

                       CALCULATION OF REGISTRATION FEE

 ----------------------------------------------------------------------------
                                  Proposed       Proposed
                                   Maximum        Maximum
    Title of      Amount to be    Offering       Aggregate         Amount of
 Securities to     Registered     Price per    Offering Price    Registration
 be Registered        (1)         Share (2)        (1)(2)           Fee (2)
 ----------------------------------------------------------------------------
 Common Stock,     5,000,000        $0.17         $850,000         $100.05
 $0.001
 ----------------------------------------------------------------------------

 (1)  In addition, pursuant to Rule 416(c) under the Securities Act of  1933,
      as  amended  (the "Securities  Act"), this  Registration Statement also
      covers an  indeterminate  number  of  additional  shares  that  may  be
      issuable in connection  with share splits,  share dividends or  similar
      transactions.

 (2)  Estimated pursuant to Rule 457(c) under the Securities Act, solely  for
      the purpose of calculating the registration  fee, based on the  average
      of the bid and asked prices for the Company's common stock as  reported
      within five business days prior to the date of this filing.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 Item 1.  Plan Information. *
          -----------------

 Item 2.  Company Information and Employee Plan Annual Information. *
          ---------------------------------------------------------

 * The document(s) containing the information specified in Part 1 of Form S-8
 will be  sent  or given  to  participants  as specified  by  Rule  428(b)(1)
 promulgated by  the Securities  and Exchange  Commission (the  "Commission")
 under the Securities Act of  1933,  as amended (the "Securities Act").  Such
 document(s) are not being filed with  the Commission,  but constitute (along
 with the documents incorporated by reference into the Registration Statement
 pursuant to  Item  3  of  Part  II  hereof)  a  prospectus  that  meets  the
 requirements of Section 10(a) of the Act.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3.   Incorporation of Certain Documents by Reference.
           ------------------------------------------------

      The following documents  previously or concurrently  filed by  American
 HealthChoice,  Inc.  (the   "Company")  with  the   Commission  are   hereby
 incorporated by reference into this Registration Statement:

      (a)  The Company's Annual  Report on Form  10-KSB for  the fiscal  year
           ended September 30,  2004  (the  "Annual  Report")  filed  by  the
           Company (SEC File No. 000-26740) under the Securities Exchange Act
           of 1934 (the "Exchange Act").

      (b)  All other reports filed pursuant to Section 13(a) or 15(d) of  the
           Exchange Act  since the  end of  the fiscal  year covered  by  the
           Annual Report referred to in (a) above.

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

 Item 4.   Description of Securities.
           --------------------------

      The only outstanding class  of equity securities.  As  of December  31,
 2004, 102,205,259 common shares of the Company's common stock held of record
 by approximately 200  persons and 20,000  shares of the  Company's Series  B
 Preferred Stock held by 4 persons.  Each share of common stock entitles  the
 holder of record thereof to cast one vote  on all matters acted upon at  the
 Company's stockholder meetings.  Directors are elected by a plurality  vote.
 Because holders  of  common stock  do  not have  cumulative  voting  rights,
 holders or a single  holder of more  than 50% of  the outstanding shares  of
 common stock present and voting  at an annual meeting  at which a quorum  is
 present can elect all of the  Company's directors.  Holders of common  stock
 have no preemptive rights and have no  right  to convert  their common stock
 into any other securities.  All  of the  outstanding shares of common  stock
 are fully paid and non-assessable.  Holders of common stock are entitled  to
 receive ratably such dividends, if any, as may be declared from time to time
 by the  Board  of  Directors  in its  sole  discretion  from  funds  legally
 available therefor.  In  the event the Company  is liquidated, dissolved  or
 wound up,  holders of  common stock  are entitled  to share  ratably in  the
 assets remaining after liabilities and all accrued and unpaid cash dividends
 are paid.

 Item 5.   Interests of Named Experts and Counsel.
           ---------------------------------------

      Not applicable.

 Item 6.   Indemnification of Directors and Officers.
           ------------------------------------------

      In accordance with  the Business Corporation  Law of the  State of  New
 York (the "Business Corporation  Law"), Articles 9 and  10 of the  Company's
 Certificate of Incorporation (the "Certificate") provides that except as may
 otherwise be specifically provided in the  Certificate, no provision of  the
 Certificate is  intended  by  the  Company  to  be  construed  as  limiting,
 prohibiting, denying, or abrogating any of the general or specific powers or
 rights conferred under the Business Corporation  Law upon the Company,  upon
 its shareholders, bondholders, and security holders, and upon its directors,
 officers, and other corporate personnel, including, in particular the  power
 of the Company to furnish indemnification  to directors and officers in  the
 capacities defined and prescribed  by the Business  Corporation Law and  the
 defined and prescribed rights of said persons to indemnification as the same
 are conferred by the Business Corporation Law.

      No director of the Company shall be personally liable to the Company or
 any of its shareholders for damages for any breach of duty in such  capacity
 except if a judgment or other final adjudication adverse to him  establishes
 that his  acts  or omissions  were  in  bad faith  or  involved  intentional
 misconduct or a knowing violation of  the law, or that he personally  gained
 in fact a financial profit  or other advantage to  which he was not  legally
 entitled or that his acts violated  Section 719 of the Business  Corporation
 Law.

      Article V of the Company Bylaws further provide as follows:

           On the  terms,  to  the extent,  and  subject  to  the  conditions
           prescribed by statute,  and by such  rules and by  such rules  and
           regulations, not inconsistent with statute, that the board may  in
           its  discretion impose  in general  or particular cases or classes
           or cases:  (a) the  Company  shall indemnify  any  person  made or
           threatened to be made party to  an action or proceeding, civil  or
           criminal, including any  action by or  in the right  of any  other
           corporation of any type  or kind, domestic  or foreign, which  any
           director or officer of the Company  served in any capacity at  the
           request of  the  Company, by  reason  of  the fact  that  he,  his
           testator or intestate, was a director  or officer of the  Company,
           or  served  such  other  corporation  in  any  capacity,   against
           judgments,  fines,  amounts  paid  in  settlement  and  reasonable
           expenses, including  attorneys'  fees,  actually  and  necessarily
           incurred as a result  of such action or  proceeding or any  appeal
           therein, and  (b)  the  Company  may  pay,  in  advance  of  final
           disposition of any action or proceeding, expenses incurred by such
           person in defending such action or proceeding.  The Company  shall
           indemnify and make advancements to  any person made or  threatened
           to be made a party to any  such action or proceeding by reason  of
           the fact  that he,  his testator  or intestate,  was an  agent  or
           employee (other than a director or  an officer) of the Company  or
           served another corporation at  the request of  the Company in  any
           capacity,  on  the  terms,  to  the  extent  and  subject  to  the
           conditions prescribed by statute, and by any rules and regulations
           of the board  which would have  been applicable if  he had been  a
           director or officer of the Company.

 Item 7.   Exemption from Registration Claimed.
           ------------------------------------

      Not Applicable.

 Item 8.   Exhibits.
           ---------
      4.9.1   2005 Stock Option Plan

      4.9.2   Form of Incentive Stock Option Agreement

      4.9.3.  Form of Non-Qualified Stock Option Agreement

      5.1     Opinion of Andrews Kurth LLP.

      23.1    Consent of Lane Gorman & Trubitt, L.L.P.

      23.4    Consent of Andrews Kurth LLP (included in Exhibit 5.1).

      24.1    Power of Attorney (included on Signature Page to the
              Registration Statement).

 Item 9.   Undertakings.
           -------------

      (a)  The undersigned Company hereby undertakes:

           (1)  To  file,  during  any  period  in  which offers or sales are
                being  made,  a post-effective amendment to the  Registration
                Statement to: (i) include any prospectus required by  Section
                10(a)(3)  of  the  Securities   Act;  (ii)  reflect  in   the
                prospectus any facts  or events arising  after the  effective
                date  of the Registration  Statement  which,  individually or
                in  the  aggregate,  represent  a  fundamental  change in the
                information set  forth  in the  Registration  Statement;  and
                notwithstanding the foregoing,  any increase  or  decrease in
                volume  of  securities  offered (if the  total  dollar  value
                of  securities  offered  would  not  exceed  that  which  was
                registered) and any deviation  from the low   or high end  of
                the estimated maximum offering range may be reelected in  the
                form of a  prospectus filed with  the Commission pursuant  to
                Rule 424(b) if, in the aggregate,  the changes in volume  and
                price represent  no more  than a  20  percent change  in  the
                maximum  aggregate   offering   price  set   forth   in   the
                "Calculation  of   Registration"  table   in  the   effective
                registration  statement;  and  (iii)  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 provisions (i) and (ii)  of
                this undertaking are  inapplicable if the  information to  be
                filed thereunder is  contained in periodic  reports filed  by
                the  Company   pursuant  to   the  Exchange   Act  that   are
                incorporated by reference into the Registration Statement.

           (2)  That, for the purpose of determining any liability under  the
                Securities Act, each such  post-effective amendment shall  be
                deemed to be  a new  registration statement  relating to  the
                securities  offered  therein,  and   the  offering  of   such
                securities at that  time shall be  deemed to  be the  initial
                bona fide offering thereof.

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

      (b)  Insofar  as  indemnification  for  liabilities  arising  under the
 Securities Act  may  be permitted  to  directors, officers  and  controlling
 persons  of  the  registrant  pursuant  to  the  foregoing  provisions,   or
 otherwise, the  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 director,  officer
 or controlling  person 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 is against public policy as expressed in the
 Securities Act and will be governed by the final adjudication of such issue.

      (c) The Company hereby undertakes that, for purposes of determining any
 liability under  the Securities  Act, each  filing of  the Company's  annual
 report pursuant to Section  13(a) or 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 therein,  and the offering  of
 such securities at that  time shall be  deemed to be  the initial bona  fide
 offering thereof.

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act, the Company and has
 duly caused this Registration  Statement to be signed  on its behalf by  the
 undersigned, thereunto duly authorized, in the  City of Flower Mound,  State
 of Texas, on February 23, 2005.

                               AMERICAN HEALTHCHOICE, INC.

                               By:  /s/ Dr. Joseph W. Stucki
                                  -------------------------------------
                                  Dr. Joseph W. Stucki, Chief Executive
                                  Officer and President

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 Registration Statement has been signed below by the following persons in the
 capacities and on the dates indicated.   Each person whose signature to  the
 Registration Statement appears below hereby appoints John Stuecheli, as such
 person's attorney-in-fact with full power to  act alone, with full power  of
 substitution or resubstitution, for such person  and in such person's  name,
 place and stead, in any and all capacities to sign on such person's  behalf,
 individually and in  the capacities stated  below, and to  file any and  all
 amendments and  post-effective amendments  to this  Registration  Statement,
 which amendment or amendments  may make such changes  and additions as  such
 attorney-in-fact may deem necessary or appropriate.

 Name                      Office                           Date
 ------------------------  -------------------------------  ----------------
 /s/ Dr. Joseph W. Stucki  Chairman, Chief Executive        February 23, 2005
 Dr. Joseph W. Stucki      Officer, President and Director
                           (Principal Executive Officer)

 /s/ John Stuecheli        Vice President-Finance and       February 23, 2005
 John Stuecheli            Chief Financial Officer
                           (Principal Financial and
                           Accounting Officer)

 /s/ V. John Mansfield     Director                         February 23, 2005
 V. John Mansfield

 /s/ James Roberts         Director                         February 23, 2005
 James Roberts

 /s/ Dr. Jeff Jones        Director                         February 23, 2005
 Dr. Jeff Jones

 /s/ Dr. Michael Smith     Director                         February 23, 2005
 Dr. Michael Smith
AMERICAN HEALTHCHOICE, INC.

                                EXHIBIT INDEX
                                      TO
                       FORM S-8 REGISTRATION STATEMENT

   EXHIBIT NO.                        DESCRIPTION.

      4.9.1   2005 Stock Option Plan

      4.9.2   Form of Incentive Stock Option Agreement

      4.9.3.  Form of Non-Qualified Stock Option Agreement

      5.1     Opinion of Andrews Kurth LLP.

      23.1    Consent of Lane Gorman & Trubitt, L.L.P.

      23.4    Consent of Andrews Kurth LLP (included in Exhibit 5.1).

      24.1    Power of Attorney (included on Signature Page to the
              Registration Statement).