<PAGE>

     As filed with the Securities and Exchange Commission on October 5, 1995

                                                 Registration No. 33-
                                                                     -----------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

       Form S-8 -- Registration Statement Under The Securities Act of 1933

                              --------------------

                                  HBO & COMPANY
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)
                                   37-0986839
                      (I.R.S. Employer Identification No.)

                           301 Perimeter Center North
                             Atlanta, Georgia  30346
               (Address of principal executive offices) (zip code)

                              --------------------

                              CLINICOM INCORPORATED
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                              --------------------

                                James A. Gilbert
                                  HBO & Company
                           301 Perimeter Center North
                             Atlanta, Georgia  30346
                     (Name and address of agent for service)

                              --------------------

                                 (770) 393-6000
          (Telephone number, including area code, of agent for service)

                              --------------------

               WITH COPY TO:  Lisa A. Stater, Esq.
                              Jones, Day, Reavis & Pogue
                              3500 One Peachtree Center
                              303 Peachtree Street, N.E.
                              Atlanta, Georgia  30308-3242
                              (404) 521-3939



                       Exhibit Index Appears on Page  9
                                                    -----


                               Page 1 of 18 Pages
<PAGE>


<TABLE>
<CAPTION>
                                   Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------
                                      Proposed maximum    Proposed maximum
 Title of securities   Amount to be   offering price      aggregate offering    Amount of
 to be registered      registered     price per share     price                 registration fee
- ----------------------------------------------------------------------------------------------------
 <S>                   <C>            <C>                 <C>                   <C>
 Common Stock $.05
 par value and            18,500          18.76   (1)       347,060   (1)           $119.67
 Preferred Share       ------------   ------------        ------------           -------------
 Purchase Rights(2)       shares
<FN>
(1)  Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.  Since all
shares are presently subject to options, the offering price is based upon the
actual weighted average exercise price.

(2)  The Preferred Share Purchase Rights, which are attached to the shares of
Common Stock being registered, will be issued for no additional consideration;
no additional registration fee is required.
</TABLE>








                                EXPLANATORY NOTE

In accordance with the Note to Part I of the Form S-8, the information specified
by Part I has been omitted from this Registration Statement.


                               Page 2 of 18 Pages
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference into this Registration
Statement the following documents:

(a)      The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994.

(b)      All other reports filed with the Securities and Exchange Commission
         (the "Commission") pursuant to Section 13(a) or 15(d) of the Securities
         Exchange Act of 1934, as amended (the "1934 Act"), since December 31,
         1994.

(c)      The description of the Common Stock and Preferred Share Purchase Rights
         contained in the Company's Registration Statement on Form 8-A filed
         with the Commission on August 19, 1981, as amended, and February 19,
         1991, as amended, respectively.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities have been sold or which
deregisters all 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 such documents.


Item 4.  DESCRIPTION OF SECURITIES.

Inapplicable.


Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Inapplicable.


Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Set forth below is a description of certain provisions of the
Certificate of Incorporation of the Company, the By-Laws, as amended (the
"By-Laws") of the Company and the General Corporation Law of the State of
Delaware, as such provisions relate to the indemnification of the directors and
officers of the Company.  This description is intended only as a summary and is
qualified in its entirety by reference to the Certificate of Incorporation, the
By-Laws and the General Corporation Law of the State of Delaware.

         The Company's By-Laws (Article IX, Section 1) provides that every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware, as amended from time to time, against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith.  Such right of indemnification shall be a contract right
that may be


                               Page 3 of 18 Pages
<PAGE>

enforced in any manner by such person.  Such right of indemnification shall not
be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this article.

         Article IX, Section 2 of the Company's By-Laws provides that the Board
of Directors may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.

         With respect to indemnification of officers and directors, Section 145
of the Delaware General Corporation Law provides that 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.  Under this provision of
the Delaware General Corporation Law, 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.

         Furthermore, the Delaware General Corporation Law provides that 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 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, despite the adjudication of liability, but in view of all
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.

         In addition, the General Corporation Law of Delaware was amended in
1986 to enable a Delaware corporation to include in its certificate of
incorporation a provision eliminating or limiting a director's liability to the
corporation or its stockholders for monetary damages for breaches of a
director's fiduciary duty of care.  The statutory amendment provides, however,
that (a) liability for duty or loyalty, (b) acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, (c) the
unlawful purchase or redemption of stock or unlawful dividends or (d) the right
of improper personal benefits could not be eliminated or limited in this manner.
The Company's Certificate of Incorporation has been amended to contain
provisions substantially similar to those contained in the amended Corporation
Law of Delaware.


                               Page 4 of 18 Pages
<PAGE>

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.


Item 8.  EXHIBITS.


Exhibit
Number                                        Description
- ------                                        -----------

Included in Part II of the Registration Statement:

4              CliniCom Incorporated Nonemployee Director Stock Option Plan

5              Opinion of Counsel re: legality

15             Letter re: unaudited interim financial information

23(a)          Consent of Counsel (contained in Exhibit 5)

23(b)          Consent of independent public accountants

24             Power of Attorney (included in signature page)


Item 9.  UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, as amended
         (the "1933 Act"), each filing of the registrant's annual report
         pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the 1934 Act) that is incorporated by
         reference in the Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(b)      Insofar as indemnification for liabilities arising under the 1933 Act
         may be permitted to directors, officers and controlling persons of the
         registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the 1933 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 1933 Act and will be
         governed by the final adjudication of such issue.

(c)      The undersigned registrant undertakes 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.

(d)      The undersigned registrant undertakes that, for the purpose of
         determining any liability under the 1933 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.


                               Page 5 of 18 Pages
<PAGE>

(e)      The undersigned registrant undertakes 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.


                               Page 6 of 18 Pages
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 4th day of October,
1995.


                                  HBO & COMPANY


                                  By:/s/ Charles W. McCall
                                     ------------------------------------------
                                     Charles W. McCall
                                     President and Chief Executive Officer


                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. Gilbert and Jay P. Gilbertson, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:

<TABLE>
<CAPTION>
         Signature                                 Title                               Date
         ---------                                 -----                               ----

<S>                                <C>                                        <C>
 /s/ Charles W. McCall             Director, President and Chief Executive         October 4, 1995
- --------------------------------   Officer (Principal Executive Officer)
 Charles W. McCall


 /s/ Jay P. Gilbertson             Vice President - Finance, Chief Financial       October 4, 1995
- --------------------------------   Officer, Treasurer and Assistant
 Jay P. Gilbertson                 Secretary (Principal Financial Officer)
                                                                               (Signatures continued)
</TABLE>


                               Page 7 of 18 Pages
<PAGE>

<TABLE>
<CAPTION>
         Signature                                 Title                               Date
         ---------                                 -----                               ----

<S>                                <C>                                             <C>
 /s/ Timothy S. Heyerdahl          Vice President - Controller and Chief           October 4, 1995
 --------------------------------  Accounting Officer (Principal Accounting
 Timothy S. Heyerdahl              Officer)



 /s/ Holcombe T. Green, Jr.        Chairman of the Board of Directors              October 4, 1995
- --------------------------------
 Holcombe T. Green, Jr.



 /s/ John P. Crecine               Director                                        October 4, 1995
- --------------------------------
 John P. Crecine



 /s/ Alfred C. Eckert III          Director                                        October 4, 1995
- --------------------------------
 Alfred C. Eckert III


 /s/ Alton F. Irby III             Director                                        October 4, 1995
- --------------------------------
 Alton F. Irby III



 /s/ Gerald E. Mayo                Director                                        October 4, 1995
- --------------------------------
 Gerald E. Mayo


 /s/ James V. Napier               Director                                        October 4, 1995
- --------------------------------
 James V. Napier



 /s/ Charles E. Thoele             Director                                        October 4, 1995
- --------------------------------
 Charles E. Thoele



 /s/ Donald C. Wegmiller           Director                                        October 4, 1995
- --------------------------------
 Donald C. Wegmiller
</TABLE>



                               Page 8 of 18 Pages
<PAGE>

                                  EXHIBIT INDEX


Exhibit                                                                   Page
Number                            Description                            Number
- -------                           -----------                            ------

Included in Part II of the Registration Statement:

4        CliniCom Incorporated Nonemployee Director Stock Option Plan      10

5        Opinion of Counsel re: legality                                   16

15       Letter re: unaudited interim financial information                17

23(a)    Consent of Counsel (contained in Exhibit 5)                       16

23(b)    Consent of independent public accountants                         18

24       Power of Attorney (included in signature page)                     7


                               Page 9 of 18 Pages
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21400}]
{"company-data": {"conformed-name": "HBO & CO", "cik": "0000310377", "assigned-sic": "7373", "irs-number": "370986839", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63217", "film-number": "95578842"}, "business-address": {"street1": "301 PERIMETER CTR N", "city": "ATLANTA", "state": "GA", "zip": "30346", "phone": "4043936000"}, "mail-address": {"street1": "301 PERIMETER CTR N", "city": "ATLANTA", "state": "GA", "zip": "30346"}}
As filed with the Securities and Exchange Commission on October 5, 1995

                                                 Registration No. 33-
                                                                     -----------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

       Form S-8 -- Registration Statement Under The Securities Act of 1933

                              --------------------

                                  HBO & COMPANY
             (Exact name of registrant as specified in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)
                                   37-0986839
                      (I.R.S. Employer Identification No.)

                           301 Perimeter Center North
                             Atlanta, Georgia  30346
               (Address of principal executive offices) (zip code)

                              --------------------

                              CLINICOM INCORPORATED
                     NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                            (Full title of the plan)

                              --------------------

                                James A. Gilbert
                                  HBO & Company
                           301 Perimeter Center North
                             Atlanta, Georgia  30346
                     (Name and address of agent for service)

                              --------------------

                                 (770) 393-6000
          (Telephone number, including area code, of agent for service)

                              --------------------

               WITH COPY TO:  Lisa A. Stater, Esq.
                              Jones, Day, Reavis & Pogue
                              3500 One Peachtree Center
                              303 Peachtree Street, N.E.
                              Atlanta, Georgia  30308-3242
                              (404) 521-3939

                       Exhibit Index Appears on Page  9
                                                    -----

                               Page 1 of 18 Pages
Calculation of Registration Fee
- ----------------------------------------------------------------------------------------------------
                                      Proposed maximum    Proposed maximum
 Title of securities   Amount to be   offering price      aggregate offering    Amount of
 to be registered      registered     price per share     price                 registration fee
- ----------------------------------------------------------------------------------------------------
Common Stock $.05
 par value and            18,500          18.76   (1)       347,060   (1)           $119.67
 Preferred Share       ------------   ------------        ------------           -------------
 Purchase Rights(2)       shares
(1)  Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.  Since all
shares are presently subject to options, the offering price is based upon the
actual weighted average exercise price.

(2)  The Preferred Share Purchase Rights, which are attached to the shares of
Common Stock being registered, will be issued for no additional consideration;
no additional registration fee is required.
EXPLANATORY NOTE

In accordance with the Note to Part I of the Form S-8, the information specified
by Part I has been omitted from this Registration Statement.

                               Page 2 of 18 Pages
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company hereby incorporates by reference into this Registration
Statement the following documents:

(a)      The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994.

(b)      All other reports filed with the Securities and Exchange Commission
         (the "Commission") pursuant to Section 13(a) or 15(d) of the Securities
         Exchange Act of 1934, as amended (the "1934 Act"), since December 31,
         1994.

(c)      The description of the Common Stock and Preferred Share Purchase Rights
         contained in the Company's Registration Statement on Form 8-A filed
         with the Commission on August 19, 1981, as amended, and February 19,
         1991, as amended, respectively.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act prior to the filing of a post-
effective amendment which indicates that all securities have been sold or which
deregisters all 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 such documents.

Item 4.  DESCRIPTION OF SECURITIES.

Inapplicable.

Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

Inapplicable.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Set forth below is a description of certain provisions of the
Certificate of Incorporation of the Company, the By-Laws, as amended (the
"By-Laws") of the Company and the General Corporation Law of the State of
Delaware, as such provisions relate to the indemnification of the directors and
officers of the Company.  This description is intended only as a summary and is
qualified in its entirety by reference to the Certificate of Incorporation, the
By-Laws and the General Corporation Law of the State of Delaware.

         The Company's By-Laws (Article IX, Section 1) provides that every
person who was or is a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
and pursuant to any procedure specified in the General Corporation Law of the
State of Delaware, as amended from time to time, against all expenses,
liabilities and losses (including attorneys' fees, judgments, fines and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him in
connection therewith.  Such right of indemnification shall be a contract right
that may be

                               Page 3 of 18 Pages
enforced in any manner by such person.  Such right of indemnification shall not
be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this article.

         Article IX, Section 2 of the Company's By-Laws provides that the Board
of Directors may cause the corporation to purchase and maintain insurance on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status, whether or not the
corporation would have the power to indemnify such person.

         With respect to indemnification of officers and directors, Section 145
of the Delaware General Corporation Law provides that 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.  Under this provision of
the Delaware General Corporation Law, 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.

         Furthermore, the Delaware General Corporation Law provides that 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 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, despite the adjudication of liability, but in view of all
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.

         In addition, the General Corporation Law of Delaware was amended in
1986 to enable a Delaware corporation to include in its certificate of
incorporation a provision eliminating or limiting a director's liability to the
corporation or its stockholders for monetary damages for breaches of a
director's fiduciary duty of care.  The statutory amendment provides, however,
that (a) liability for duty or loyalty, (b) acts or omissions not in good faith
or involving intentional misconduct or knowing violations of law, (c) the
unlawful purchase or redemption of stock or unlawful dividends or (d) the right
of improper personal benefits could not be eliminated or limited in this manner.
The Company's Certificate of Incorporation has been amended to contain
provisions substantially similar to those contained in the amended Corporation
Law of Delaware.

                               Page 4 of 18 Pages
Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

Item 8.  EXHIBITS.

Exhibit
Number                                        Description
- ------                                        -----------

Included in Part II of the Registration Statement:

4              CliniCom Incorporated Nonemployee Director Stock Option Plan

5              Opinion of Counsel re: legality

15             Letter re: unaudited interim financial information

23(a)          Consent of Counsel (contained in Exhibit 5)

23(b)          Consent of independent public accountants

24             Power of Attorney (included in signature page)

Item 9.  UNDERTAKINGS.

(a)      The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, as amended
         (the "1933 Act"), each filing of the registrant's annual report
         pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
         applicable, each filing of an employee benefit plan's annual report
         pursuant to Section 15(d) of the 1934 Act) that is incorporated by
         reference in the Registration Statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

(b)      Insofar as indemnification for liabilities arising under the 1933 Act
         may be permitted to directors, officers and controlling persons of the
         registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Commission such
         indemnification is against public policy as expressed in the 1933 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 1933 Act and will be
         governed by the final adjudication of such issue.

(c)      The undersigned registrant undertakes 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.

(d)      The undersigned registrant undertakes that, for the purpose of
         determining any liability under the 1933 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.

                               Page 5 of 18 Pages
(e)      The undersigned registrant undertakes 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.

                               Page 6 of 18 Pages
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on the 4th day of October,
1995.

                                  HBO & COMPANY

                                  By:/s/ Charles W. McCall
                                     ------------------------------------------
                                     Charles W. McCall
                                     President and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. Gilbert and Jay P. Gilbertson, jointly
and severally, each in his own capacity, his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all
amendments 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 attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
Signature                                 Title                               Date
         ---------                                 -----                               ----
/s/ Charles W. McCall             Director, President and Chief Executive         October 4, 1995
- --------------------------------   Officer (Principal Executive Officer)
 Charles W. McCall

 /s/ Jay P. Gilbertson             Vice President - Finance, Chief Financial       October 4, 1995
- --------------------------------   Officer, Treasurer and Assistant
 Jay P. Gilbertson                 Secretary (Principal Financial Officer)
                                                                               (Signatures continued)
Page 7 of 18 Pages
Signature                                 Title                               Date
         ---------                                 -----                               ----
/s/ Timothy S. Heyerdahl          Vice President - Controller and Chief           October 4, 1995
 --------------------------------  Accounting Officer (Principal Accounting
 Timothy S. Heyerdahl              Officer)

 /s/ Holcombe T. Green, Jr.        Chairman of the Board of Directors              October 4, 1995
- --------------------------------
 Holcombe T. Green, Jr.

 /s/ John P. Crecine               Director                                        October 4, 1995
- --------------------------------
 John P. Crecine

 /s/ Alfred C. Eckert III          Director                                        October 4, 1995
- --------------------------------
 Alfred C. Eckert III

 /s/ Alton F. Irby III             Director                                        October 4, 1995
- --------------------------------
 Alton F. Irby III

 /s/ Gerald E. Mayo                Director                                        October 4, 1995
- --------------------------------
 Gerald E. Mayo

 /s/ James V. Napier               Director                                        October 4, 1995
- --------------------------------
 James V. Napier

 /s/ Charles E. Thoele             Director                                        October 4, 1995
- --------------------------------
 Charles E. Thoele

 /s/ Donald C. Wegmiller           Director                                        October 4, 1995
- --------------------------------
 Donald C. Wegmiller
Page 8 of 18 Pages
EXHIBIT INDEX

Exhibit                                                                   Page
Number                            Description                            Number
- -------                           -----------                            ------

Included in Part II of the Registration Statement:

4        CliniCom Incorporated Nonemployee Director Stock Option Plan      10

5        Opinion of Counsel re: legality                                   16

15       Letter re: unaudited interim financial information                17

23(a)    Consent of Counsel (contained in Exhibit 5)                       16

23(b)    Consent of independent public accountants                         18

24       Power of Attorney (included in signature page)                     7

                               Page 9 of 18 Pages