SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                           ----------

                           FORM S-8
                     REGISTRATION STATEMENT
                             Under
                  THE SECURITIES ACT OF 1933
                           ----------

                         NOVACARE, INC.
        Exact name of issuer as specified in its charter)

        DELAWARE                           13-3247827
 (State or other jurisdiction           (I.R.S. Employer
      of incorporation                 Identification No.)
      or organization)
                           ----------
                     1016 West Ninth Avenue
               King of Prussia, Pennsylvania 19406
            (Address of principal executive offices)
                           ---------- 

                          NOVACARE, INC.
              EXECUTIVE SUPPLEMENTAL BENEFITS PLAN 
                     (Full title of the plan)
                           ---------- 

                        TIMOTHY E. FOSTER
                            President
                          NovaCare, Inc.
                      1016 West Ninth Avenue
               King of Prussia, Pennsylvania 19406
                          (215) 992-7200
               (Name, address and telephone number,
             including area code, of agent for service)
                            ----------
                             Copy to:
                      PETER D. BEWLEY, Esq.
                          NovaCare, Inc.
                      1016 West Ninth Avenue
                King of Prussia, Pennsylvania 19406

                            ----------
 Approximate date of commencement of proposed sale to the public:
                 As soon as practicable after the
             Registration Statement becomes effective.
                            ----------


                CALCULATION OF REGISTRATION FEE

                          Proposed    Proposed
Titles of                 maximum     maximum    
Securities   Amount       offering    aggregate   Amount of
to be        to be        price per   offering    registration
registered   registered   share       price       fee
----------   ----------   ---------   ----------  ------------
Plan
Interests    5,000,000       $1       $5,000,000   $1,724.13


                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company and the Plan hereby state that (i) the documents listed
in (a) and (b) below are incorporated by reference in this Registration 
Statement and (ii) all documents subsequently filed by the Company pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
1934, as amended, prior to the filing of a post-effective amendment which 
indicates that all securities offered 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 of such documents.

          (a)   The Company's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1995.

          (b)   The Company's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1995.


Item 4.   DESCRIPTION OF SECURITIES.

          Not applicable.


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the Plan interests registered hereunder has been 
passed upon by Peter D. Bewley, Esq., an employee of the Company.  Mr. Bewley
participates in the Plan.





Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under the provisions of Article SIXTH of the Certificate of 
Incorporation of the Company, the Company is required to indemnify a director
or officer of the Company from and against any and all expenses and 
liabilities that may be imposed upon or incurred by him in connection with, 
or as a result of, any proceeding in which he may become involved, as a party
or otherwise, by reason of the fact that he is or was such a director, 
officer, employee or agent of the Company, whether or not he continues to be
such at the time permitted by the laws of the State of Delaware, as they may 
be amended from time to time.

          Under the provisions of Article TWELFTH of the Certificate of 
Incorporation of the Company, a director of the Company shall not have 
personal liability to the Company or to any of its stockholders for monetary 
damages for a breach of his fiduciary duty as a director, except as otherwise
provided by the laws of the State of Delaware.

          Under the provisions of Article IV, Section 13 of the By-Laws of 
the Company, Directors are entitled to advancement of expenses incurred in 
defending any actions against which they have a right of indemnification from
the Company provided that, if the laws of Delaware require, advancement of 
expenses may be conditioned on an undertaking to repay if a final judicial 
decision is made that the director is not entitled to indemnification.

          The Company maintains indemnity insurance for its officers and 
directors, insuring them against (i) expenses incurred by them in any 
proceeding and (ii) any liabilities asserted against them in their capacities
as officers and/or directors of the Company.


Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


Item 8.   EXHIBITS.

          The Exhibits required to be filed as part of this Registration 
Statement are listed in the attached Index to Exhibits.





Item 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes, except as otherwise 
specifically provided in the rules of the Securities and Exchange Commission 
promulgated under the Securities Act of 1933:

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

               (i)     To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

               (ii)    To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the most 
recent post-effective amendment hereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in 
this Registration Statement;

               (iii)   To include any material information with respect to 
the plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in this Registration 
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in this Registration Statement;

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

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

          The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 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.

          Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                           POWER OF ATTORNEY

          The Registrant and each person whose signature appears below hereby
appoints John H. Foster and Timothy E. Foster as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated 
below, one or more amendments (including post-effective amendments) to this 
Registration Statement as the attorney-in-fact acting in the premises deems 
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.

                               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 King of Prussia and Commonwealth of
Pennsylvania on the 31st day of January, 1996.

                              NOVACARE, INC.


                             By /s/ John H. Foster
                                ---------------------------------
                                         John H. Foster
                                   Chairman of the Board and
                                    Chief Executive Officer


          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.

      SIGNATURE                             TITLE	




/s/ John H. Foster
---------------------------   Director, Chairman of the Board
John H. Foster                and Chief Executive Officer


/s/ Timothy E. Foster
---------------------------   Director, President and Chief
Timothy E. Foster             Operating Officer


/s/ Robert E. Healy, Jr.
--------------------------    Senior Vice President, Finance
Robert E. Healy, Jr.          and Administration; Chief Financial
                              Officer


/s/ Barry E. Smith            Vice President, Controller and
--------------------------    Chief Accounting Officer
Barry E. Smith


/s/ E. Martin Gibson
--------------------------    Director	
E. Martin Gibson


/s/ Siri A. Marshall
--------------------------    Director	
Siri A. Marshall


/s/ Stephen E. O'Neil
--------------------------    Director	
Stephen E. O'Neil


/s/ C. Arnold Renschler, M.D.
--------------------------    Director	
C. Arnold Renschler, M.D.


/s/ George W. Siguler
--------------------------    Director	
George W. Siguler


/s/ Robert G. Stone
--------------------------    Director	
Robert G. Stone


/s/ Daniel C. Tosteson, M.D.
--------------------------    Director	
Daniel C. Tosteson, M.D.




                       INDEX TO EXHIBITS



NUMBER               DESCRIPTION OF EXHIBIT

4(i)      Executive Supplemental Benefit Plan Description
          (incorporated by reference to Exhibit 10(h) to the 
          Company's Annual Report on Form 10-K for the fiscal
          year ended June 30, 1994)

5         Opinion of Peter D. Bewley, Esq.

23(i)     Consent of Price Waterhouse

23(ii)    Consent of Peter D. Bewley, Esq.
        		(contained in Exhibit 5)

24        Power of Attorney (See "Power of Attorney" in the
          Registration Statement)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 12590}]
{"company-data": {"conformed-name": "NOVACARE INC", "cik": "0000802843", "assigned-sic": "8090", "irs-number": "133247827", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00655", "film-number": "96510542"}, "business-address": {"street1": "1016 W NINTH AVE", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406", "phone": "6109927200"}, "mail-address": {"street1": "1016 WEST NINTH AVENUE", "city": "KING OF PRUSSIA", "state": "PA", "zip": "19406"}, "former-company": {"former-conformed-name": "INSPEECH INC", "date-changed": "19891019"}}
SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549
                           ----------

                           FORM S-8
                     REGISTRATION STATEMENT
                             Under
                  THE SECURITIES ACT OF 1933
                           ----------

                         NOVACARE, INC.
        Exact name of issuer as specified in its charter)

        DELAWARE                           13-3247827
 (State or other jurisdiction           (I.R.S. Employer
      of incorporation                 Identification No.)
      or organization)
                           ----------
                     1016 West Ninth Avenue
               King of Prussia, Pennsylvania 19406
            (Address of principal executive offices)
                           ---------- 

                          NOVACARE, INC.
              EXECUTIVE SUPPLEMENTAL BENEFITS PLAN 
                     (Full title of the plan)
                           ---------- 

                        TIMOTHY E. FOSTER
                            President
                          NovaCare, Inc.
                      1016 West Ninth Avenue
               King of Prussia, Pennsylvania 19406
                          (215) 992-7200
               (Name, address and telephone number,
             including area code, of agent for service)
                            ----------
                             Copy to:
                      PETER D. BEWLEY, Esq.
                          NovaCare, Inc.
                      1016 West Ninth Avenue
                King of Prussia, Pennsylvania 19406

                            ----------
 Approximate date of commencement of proposed sale to the public:
                 As soon as practicable after the
             Registration Statement becomes effective.
                            ----------

                CALCULATION OF REGISTRATION FEE

                          Proposed    Proposed
Titles of                 maximum     maximum    
Securities   Amount       offering    aggregate   Amount of
to be        to be        price per   offering    registration
registered   registered   share       price       fee
----------   ----------   ---------   ----------  ------------
Plan
Interests    5,000,000       $1       $5,000,000   $1,724.13

                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

          The Company and the Plan hereby state that (i) the documents listed
in (a) and (b) below are incorporated by reference in this Registration 
Statement and (ii) all documents subsequently filed by the Company pursuant 
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 
1934, as amended, prior to the filing of a post-effective amendment which 
indicates that all securities offered 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 of such documents.

          (a)   The Company's Annual Report on Form 10-K for the fiscal year 
ended June 30, 1995.

          (b)   The Company's Quarterly Report on Form 10-Q for the quarter 
ended September 30, 1995.

Item 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

          The legality of the Plan interests registered hereunder has been 
passed upon by Peter D. Bewley, Esq., an employee of the Company.  Mr. Bewley
participates in the Plan.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Under the provisions of Article SIXTH of the Certificate of 
Incorporation of the Company, the Company is required to indemnify a director
or officer of the Company from and against any and all expenses and 
liabilities that may be imposed upon or incurred by him in connection with, 
or as a result of, any proceeding in which he may become involved, as a party
or otherwise, by reason of the fact that he is or was such a director, 
officer, employee or agent of the Company, whether or not he continues to be
such at the time permitted by the laws of the State of Delaware, as they may 
be amended from time to time.

          Under the provisions of Article TWELFTH of the Certificate of 
Incorporation of the Company, a director of the Company shall not have 
personal liability to the Company or to any of its stockholders for monetary 
damages for a breach of his fiduciary duty as a director, except as otherwise
provided by the laws of the State of Delaware.

          Under the provisions of Article IV, Section 13 of the By-Laws of 
the Company, Directors are entitled to advancement of expenses incurred in 
defending any actions against which they have a right of indemnification from
the Company provided that, if the laws of Delaware require, advancement of 
expenses may be conditioned on an undertaking to repay if a final judicial 
decision is made that the director is not entitled to indemnification.

          The Company maintains indemnity insurance for its officers and 
directors, insuring them against (i) expenses incurred by them in any 
proceeding and (ii) any liabilities asserted against them in their capacities
as officers and/or directors of the Company.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

Item 8.   EXHIBITS.

          The Exhibits required to be filed as part of this Registration 
Statement are listed in the attached Index to Exhibits.

Item 9.   UNDERTAKINGS.

          The undersigned Registrant hereby undertakes, except as otherwise 
specifically provided in the rules of the Securities and Exchange Commission 
promulgated under the Securities Act of 1933:

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

               (i)     To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;

               (ii)    To reflect in the prospectus any facts or events 
arising after the effective date of this Registration Statement (or the most 
recent post-effective amendment hereof) which, individually or in the 
aggregate, represent a fundamental change in the information set forth in 
this Registration Statement;

               (iii)   To include any material information with respect to 
the plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in this Registration 
Statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not apply
if the information required to be included in a post-effective amendment by 
those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in this Registration Statement;

          (2)  That, for the purpose of determining any liability under the 
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, 
and the offering of such securities at that time shall be deemed to be the 
initial bona fide offering thereof; and

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

          The undersigned Registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the Registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 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.

          Insofar as indemnification for liabilities arising under the 
Securities Act of 1933 may be permitted to directors, officers and 
controlling persons of the registrant pursuant to the foregoing provisions, 
or otherwise, the registrant has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against public 
policy as expressed in the Act and is, therefore, unenforceable.  In the 
event that a claim for indemnification against such liabilities (other than 
the payment by the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in 
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling 
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.

                           POWER OF ATTORNEY

          The Registrant and each person whose signature appears below hereby
appoints John H. Foster and Timothy E. Foster as attorneys-in-fact with full
power of substitution, severally, to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated 
below, one or more amendments (including post-effective amendments) to this 
Registration Statement as the attorney-in-fact acting in the premises deems 
appropriate and to file any such amendment to this Registration Statement with
the Securities and Exchange Commission.

                               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 King of Prussia and Commonwealth of
Pennsylvania on the 31st day of January, 1996.

                              NOVACARE, INC.

                             By /s/ John H. Foster
                                ---------------------------------
                                         John H. Foster
                                   Chairman of the Board and
                                    Chief Executive Officer

          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.

      SIGNATURE                             TITLE	

/s/ John H. Foster
---------------------------   Director, Chairman of the Board
John H. Foster                and Chief Executive Officer

/s/ Timothy E. Foster
---------------------------   Director, President and Chief
Timothy E. Foster             Operating Officer

/s/ Robert E. Healy, Jr.
--------------------------    Senior Vice President, Finance
Robert E. Healy, Jr.          and Administration; Chief Financial
                              Officer

/s/ Barry E. Smith            Vice President, Controller and
--------------------------    Chief Accounting Officer
Barry E. Smith

/s/ E. Martin Gibson
--------------------------    Director	
E. Martin Gibson

/s/ Siri A. Marshall
--------------------------    Director	
Siri A. Marshall

/s/ Stephen E. O'Neil
--------------------------    Director	
Stephen E. O'Neil

/s/ C. Arnold Renschler, M.D.
--------------------------    Director	
C. Arnold Renschler, M.D.

/s/ George W. Siguler
--------------------------    Director	
George W. Siguler

/s/ Robert G. Stone
--------------------------    Director	
Robert G. Stone

/s/ Daniel C. Tosteson, M.D.
--------------------------    Director	
Daniel C. Tosteson, M.D.

                       INDEX TO EXHIBITS

NUMBER               DESCRIPTION OF EXHIBIT

4(i)      Executive Supplemental Benefit Plan Description
          (incorporated by reference to Exhibit 10(h) to the 
          Company's Annual Report on Form 10-K for the fiscal
          year ended June 30, 1994)

5         Opinion of Peter D. Bewley, Esq.

23(i)     Consent of Price Waterhouse

23(ii)    Consent of Peter D. Bewley, Esq.
        		(contained in Exhibit 5)

24        Power of Attorney (See "Power of Attorney" in the
          Registration Statement)