<PAGE>

   As filed with the Securities and Exchange Commission on August 22, 1996

                                         Registration No. 333-___________

                 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)

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

                        CYCARE SYSTEMS, INC.
                    1995 LONG-TERM INCENTIVE PLAN
                  (INCLUDING THE PREDECESSOR CYCARE
                  SYSTEMS, INC. STOCK OPTION PLAN)
                        CYCARE SYSTEMS, INC.
                        DIRECTOR STOCK 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 10


                             Page 1 of 46 Pages

<PAGE>


                   Calculation of Registration Fee
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
                                          Proposed maximum        Proposed maximum         Amount of
Title of securities      Amount to be     offering price per      aggregate offering       registration
to be registered         registered       share                   price                    fee
- -------------------------------------------------------------------------------------------------------
<S>                      <C>              <C>                     <C>                      <C>
Common Stock
$.05 par value and 
Preferred Share            464,400           $25.1932(1)             $11,699,734.38(1)       $4,034.38
Purchase Rights(2)         shares    
</TABLE>

(1)   Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended.  Because
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.


                             Page 2 of 46 Pages

<PAGE>


                           EXPLANATORY NOTE

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


                             Page 3 of 46 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, 1995.

(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,
         1995.

(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 (the "Delaware General Corporation Law"), 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 Delaware
General Corporation Law.

         The Company's By-Laws (Article IX, Section 1) provide 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 Delaware General Corporation Law, 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


                             Page 4 of 46 Pages
<PAGE>

suffered by him in connection therewith. Such right of indemnification shall 
be a contract right that may be 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 
such 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
the 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 Delaware General Corporation Law 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


                             Page 5 of 46 Pages

<PAGE>

to contain provisions substantially similar to those contained in the amended 
Delaware General Corporation Law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.


Item 8.  EXHIBITS.

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

Included in Part II of the Registration Statement: 

4(a)   CyCare Systems, Inc. 1995 Long-Term Incentive Plan

4(b)   CyCare Systems, Inc. Stock Option Plan, as amended

4(c)   CyCare Systems, Inc. Director Stock 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.


                             Page 6 of 46 Pages

<PAGE>

(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.

(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 7 of 46 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
19th day of August, 1996.


                                       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      August 19, 1996
- ------------------------------     Officer (Principal Executive Officer)
Charles W. McCall


  /s/ Jay P. Gilbertson            Senior Vice President - Finance, Chief       August 19, 1996
- ------------------------------     Financial Officer, Principal Accounting
Jay P. Gilbertson                  Officer, Treasurer and Assistant
                                   Secretary (Principal Financial Officer
                                   and Principal Accounting Officer)

 /s/ Holcombe T. Green, Jr.       Chairman of the Board of Directors           August 19, 1996
- ------------------------------
Holcombe T. Green, Jr.
</TABLE>


                             Page 8 of 46 Pages

<PAGE>


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

  /s/ Alfred C. Eckert III                  Director                           August 19, 1996
- ------------------------------
Alfred C. Eckert III

  /s/ Philip A. Incarnati                   Director                           August 19, 1996
- ------------------------------
Philip A. Incarnati

  /s/ Alton F. Irby III                     Director                           August 19, 1996
- ------------------------------
Alton F. Irby III

  /s/ Gerald E. Mayo                        Director                           August 19, 1996
- ------------------------------
Gerald E. Mayo

  /s/ James V. Napier                       Director                           August 19, 1996
- ------------------------------
James V. Napier

  /s/ Charles E. Thoele                     Director                           August 19, 1996
- ------------------------------
Charles E. Thoele

  /s/ Donald C. Wegmiller                   Director                           August 19, 1996
- ------------------------------
Donald C. Wegmiller
</TABLE>

                             Page 9 of 46 Pages


<PAGE>


                                   EXHIBIT INDEX


Exhibit                                                        Page
Number                Description                             Number
- -------               ------------                            ------
Included in Part II of the Registration Statement:

4(a)     CyCare Systems, Inc. 1995 Long-Term Incentive Plan     11

4(b)     CyCare Systems, Inc. Stock Option Plan, as amended     22

4(c)     CyCare Systems, Inc. Director Stock Plan               33

5        Opinion of Counsel re: legality                        44

15       Letter re: unaudited interim financial information     45

23(a)    Consent of Counsel (contained in Exhibit 5)            44

23(b)    Consent of independent public accountants              46

24       Power of Attorney (included in signature page)          8


                             Page 10 of 46 Pages
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21193}]
{"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": "333-10603", "film-number": "96618948"}, "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 August 22, 1996

                                         Registration No. 333-___________

                 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)

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

                        CYCARE SYSTEMS, INC.
                    1995 LONG-TERM INCENTIVE PLAN
                  (INCLUDING THE PREDECESSOR CYCARE
                  SYSTEMS, INC. STOCK OPTION PLAN)
                        CYCARE SYSTEMS, INC.
                        DIRECTOR STOCK 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 10

                             Page 1 of 46 Pages
Calculation of Registration Fee
- -------------------------------------------------------------------------------------------------------
                                          Proposed maximum        Proposed maximum         Amount of
Title of securities      Amount to be     offering price per      aggregate offering       registration
to be registered         registered       share                   price                    fee
- -------------------------------------------------------------------------------------------------------
Common Stock
$.05 par value and 
Preferred Share            464,400           $25.1932(1)             $11,699,734.38(1)       $4,034.38
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.  Because
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.

                             Page 2 of 46 Pages
EXPLANATORY NOTE

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

                             Page 3 of 46 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, 1995.

(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,
         1995.

(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 (the "Delaware General Corporation Law"), 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 Delaware
General Corporation Law.

         The Company's By-Laws (Article IX, Section 1) provide 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 Delaware General Corporation Law, 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

                             Page 4 of 46 Pages
suffered by him in connection therewith. Such right of indemnification shall 
be a contract right that may be 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 
such 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
the 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 Delaware General Corporation Law 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

                             Page 5 of 46 Pages
to contain provisions substantially similar to those contained in the amended 
Delaware General Corporation Law.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Inapplicable.

Item 8.  EXHIBITS.

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

Included in Part II of the Registration Statement: 

4(a)   CyCare Systems, Inc. 1995 Long-Term Incentive Plan

4(b)   CyCare Systems, Inc. Stock Option Plan, as amended

4(c)   CyCare Systems, Inc. Director Stock 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.

                             Page 6 of 46 Pages
(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.

(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 7 of 46 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
19th day of August, 1996.

                                       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      August 19, 1996
- ------------------------------     Officer (Principal Executive Officer)
Charles W. McCall

  /s/ Jay P. Gilbertson            Senior Vice President - Finance, Chief       August 19, 1996
- ------------------------------     Financial Officer, Principal Accounting
Jay P. Gilbertson                  Officer, Treasurer and Assistant
                                   Secretary (Principal Financial Officer
                                   and Principal Accounting Officer)

 /s/ Holcombe T. Green, Jr.       Chairman of the Board of Directors           August 19, 1996
- ------------------------------
Holcombe T. Green, Jr.
Page 8 of 46 Pages
Signature                                   Title                           Date
         ---------                                   -----                           ----
/s/ Alfred C. Eckert III                  Director                           August 19, 1996
- ------------------------------
Alfred C. Eckert III

  /s/ Philip A. Incarnati                   Director                           August 19, 1996
- ------------------------------
Philip A. Incarnati

  /s/ Alton F. Irby III                     Director                           August 19, 1996
- ------------------------------
Alton F. Irby III

  /s/ Gerald E. Mayo                        Director                           August 19, 1996
- ------------------------------
Gerald E. Mayo

  /s/ James V. Napier                       Director                           August 19, 1996
- ------------------------------
James V. Napier

  /s/ Charles E. Thoele                     Director                           August 19, 1996
- ------------------------------
Charles E. Thoele

  /s/ Donald C. Wegmiller                   Director                           August 19, 1996
- ------------------------------
Donald C. Wegmiller
Page 9 of 46 Pages
EXHIBIT INDEX

Exhibit                                                        Page
Number                Description                             Number
- -------               ------------                            ------
Included in Part II of the Registration Statement:

4(a)     CyCare Systems, Inc. 1995 Long-Term Incentive Plan     11

4(b)     CyCare Systems, Inc. Stock Option Plan, as amended     22

4(c)     CyCare Systems, Inc. Director Stock Plan               33

5        Opinion of Counsel re: legality                        44

15       Letter re: unaudited interim financial information     45

23(a)    Consent of Counsel (contained in Exhibit 5)            44

23(b)    Consent of independent public accountants              46

24       Power of Attorney (included in signature page)          8

                             Page 10 of 46 Pages