As filed with the Securities and Exchange Commission on July 27, 2000


                                                      Registration No. 333-



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE

                             SECURITIES ACT OF 1933


                          SIERRA HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)


                                     NEVADA

         (State or other jurisdiction of incorporation or organization)


                                   88-0200415

                      (I.R.S. Employer Identification No.)


                              2724 North Tenaya Way

                             Las Vegas, Nevada 89128
          (Address, including zip code, of Principal Executive Offices)


                          SIERRA HEALTH SERVICES, INC.
             AMENDED AND RESTATED 1985 EMPLOYEE STOCK PURCHASE PLAN
             1995 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
        1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN, AS AMENDED AND RESTATED
                            (Full title of the plans)


                            Frank E. Collins, Esquire

                                 General Counsel

                          Sierra Health Services, Inc.

                              2724 North Tenaya Way

                             Las Vegas, Nevada 89128

                                 (702) 242-7000

 (Name, address and telephone number, including area code, of agent for service)


<PAGE>






                         Calculation of Registration Fee

<TABLE>

<CAPTION>
                                                             Proposed               Proposed
                                                              maximum                maximum
              Title of                                       offering               aggregate             Amount of
          securities to be              Amount to            price per              offering             registration
           registered (1)             be registered(1)         Share                  price                 fee
           --------------             -------------            -----                  -----                 ---


<S>           <C>                   <C>                     <C>                    <C>                   <C>
Common Stock, $0.005                4,173,150 shares        $ 3.34375(2)           $13,953,970           $  3,683.85(3)
par value
</TABLE>

----------

     (1) This registration  statement (the "Registration  Statement")  registers
the offer and sale of up to 4,173,150  shares of Common  Stock of Sierra  Health
Services,  Inc., a Nevada corporation (the "Company"),  which may be offered and
sold from time to time pursuant to the Company's  plans,  as follows:  1,250,000
shares  under the  Amended and  Restated  1985  Employee  Stock  Purchase  Plan;
2,673,150  shares  under the 1995  Long-Term  Incentive  Plan,  as  amended  and
restated; and 250,000 shares under the 1995 Non-Employee  Directors' Stock Plan,
as amended and  restated.  Pursuant to Rule  416(a),  the number of shares being
registered  shall be adjusted to include any additional  shares which may become
issuable as a result of stock splits, stock dividends or similar transactions in
accordance  with the  anti-dilution  provisions  of each Plan.  Attached  to the
Common  Stock are  certain  rights  to  purchase  Series A Junior  Participating
Preferred Stock upon the occurrence of specified events.

     (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of  calculating  the  registration  fee,  based upon the  average of the
reported  high and low sales prices for shares of Common Stock on July 25, 2000,
as reported on the composite tape for New York Stock Exchange-listed securities.

     (3)  Calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows:  $264 per $1 million of proposed maximum aggregate offering
price.





<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


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

         Omitted as permitted pursuant to Rule 428 and Form S-8.

Item 2.  Registrant Information.
         ----------------------

         Omitted as permitted pursuant to Rule 428 and Form S-8.

                                                            I - 1


<PAGE>



                                     II - 5

                                     PART II

                      INFORMATION REQUIRED IN REGISTRATION

                    STATEMENT AND NOT REQUIRED IN PROSPECTUS


         Item 3.  Incorporation of Documents by Reference

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement  the  following  documents  filed  with the  Securities  and  Exchange
Commission (the "Commission"):

     (a) The Company's  Annual Report on Form 10-K for the Company's fiscal year
ended  December  31, 1999,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The Company's  Quarterly  Report on Form 10-Q for the Company's  fiscal
quarter  ended March 31, 2000,  filed  pursuant to Section 13(a) of the Exchange
Act.

     (c) The Company's  Current  Report on Form 8-K filed with the Commission on
March 16, 2000 pursuant to Section 13(a) of the Exchange Act.

     (d) The  description  of the Common  Stock of the Company  contained in the
Company's  Registration Statement on Form 8-A filed pursuant to the Exchange Act
on March  31,  1994,  and  effective  on April  14,  1994,  including  any other
amendment or report filed for the purpose of updating such description.

     (e) The  description  of certain rights  attaching to the Company's  Common
Stock to purchase Series A Junior Participating Preferred Stock contained in the
Company's  Registration Statement on Form 8-A filed pursuant to the Exchange Act
on July 1, 1994,  including any other  amendment or report filed for the purpose
of updating such description.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act 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.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated in this  Registration  Statement by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  in this  Registration  Statement  or in any  other
subsequently  filed  document which also is or is deemed to be  incorporated  in
this Registration  Statement by reference modifies or supersedes such statement.
Any statement so modified  shall not be deemed in its  unmodified  form, and any
statement  so  superseded  shall not be  deemed,  to  constitute  a part of this
Registration Statement.

         Item 4.  Description of Securities

                  Not applicable.


Item 5.  Interests of Named Experts and Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

     Section  78.751 of the Nevada  Domestic  and  Foreign  Corporation  Law and
Article  VII of the  Company's  By-Laws  provide for the  indemnification  under
certain conditions of directors,  officers, employees and agents acting in their
official capacities.  The Company has not entered into separate  indemnification
agreements with any of its officers or directors.

     The Company has  purchased  directors'  and officers'  liability  insurance
insuring the Company's  officers and directors  against certain  liabilities and
expenses incurred by such persons in such capacities.

Item 7.  Exemption from Registration

         Not applicable.

Item 8.  Exhibits


<PAGE>


                           Exhibit                            Description

     4.1 Articles of  Incorporation,  together with amendments  thereto to date,
incorporated  by reference to Exhibit 3 to the  Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 1990.

     4.2  Certificate  of Division of Shares into Smaller  Denominations  of the
registrant,  incorporated  by reference to Exhibit 3.3 to the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.

     4.3 Amended and Restated By-Laws of the Company,  incorporated by reference
to Exhibit 3.3 to the  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.

     4.4 Rights  Agreement,  dated as of June 14,  1994  between the Company and
Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit
3.4 to the Company's  Registration  Statement on Form S-3 effective  October 11,
1994 (Reg. No. 33-83664).



<PAGE>


     5 Opinion  of Frank E.  Collins,  Esq.,  with  respect to the  legality  of
securities being registered.

     8 Not applicable.

     15 Not applicable.



<PAGE>


     23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Frank E. Collins, Esq. (included in Exhibit 5).



<PAGE>


     24 Powers of Attorney (included on the signature pages of this Registration
Statement).

     25 Not applicable.

     27 Not applicable.

     28 Not applicable.



<PAGE>


     99 Not applicable.



<PAGE>


Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
notwithstanding  the  foregoing,  any  increase  or  decrease  in the  volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 the Registration Statement;

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


<PAGE>


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

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

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

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


<PAGE>


                                                     Signatures

     The Registrant. 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 Las Vegas, Nevada, on May 18, 2000.

                                      SIERRA HEALTH SERVICES, INC.


                                      By:  Anthony M. Marlon, M.D.
                                         -------------------------
                                      Anthony M. Marlon, M.D.
                                      Chairman of the Board and
                                      Chief Executive Officer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Anthony  M.  Marlon,  M.D.  and Erin
MacDonald and each of them as his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all amendments  (including  post-effective  amendments)  and supplements to this
Registration Statement, and to file the same with the 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  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or any of them or their 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  below  by the  following  persons  in the  capacities  and on the  dates
indicated.


<PAGE>




<TABLE>
<CAPTION>

<S>                                                                                               <C> <C>
   /s/ Anthony M. Marlon, M.D.                    Chairman of the Board, Chief                May 18, 2000
--------------------------------------
Anthony M. Marlon, M.D.                           Executive Officer, and Director
                                                  (principal executive officer)



   /s/ Erin E. MacDonald                          President and Director                      May 18, 2000
--------------------------------------------
Erin E. MacDonald

   /s/ Paul H.                                    Vice President, Chief Financial             May 18, 2000
---------------
Palmer                                            Officer, and Treasurer  (principal
--------------------------------
Paul H. Palmer                                    financial officer and accounting
                                                  officer)


   /s/ Thomas Y. Hartley                          Director                                    May 18, 2000
-------------------------------------------
Thomas Y. Hartley

   /s/ William J.                                 Director                                    May 18, 2000
------------------
Raggio

William J. Raggio

   /s/ Charles L.                                 Director                                    May 18, 2000
------------------
Ruthe

Charles L. Ruthe

   /s/ Anthony L. Watson                          Director                                    May 18, 2000
-------------------------------------------
Anthony L. Watson

</TABLE>

                                                    EXHIBIT INDEX

                                                                    Sequentially

Exhibit     Description                                          Numbered Page

4.1         Articles of Incorporation, together with amendments thereto to date,
            incorporated  by  reference  to  Exhibit 3 to the  Company's  Annual
            Report on Form 10-K for the fiscal year ended December 31, 1990.

4.2         Certificate of Division of Shares into Smaller  Denominations of the
            registrant,   incorporated  by  reference  to  Exhibit  3.3  to  the
            Company's  Annual  Report on Form  10-K for the  fiscal  year  ended
            December 31, 1992.

4.3         Amended  and  Restated  By-Laws  of  the  Company,  incorporated  by
            reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K
            for the fiscal year ended December 31, 1997.

4.4         Rights Agreement, dated as of June 14, 1994
            between the Company and Continental Stock Transfer
            & Trust Company, incorporated by reference to
            Exhibit 3.4 to the Company's Registration
            Statement on Form S-3 effective October 11, 1994
            (Reg. No. 33-83664).

5           Opinion of Frank E. Collins, Esq., with respect to
            the legality of securities being registered.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Frank E. Collins, Esq. (included in
            Exhibit 5).

24          Powers of Attorney (included on the signature
            pages of this Registration Statement).


                                                                  Exhibit 5

                                                   July 27, 2000

Sierra Health Services, Inc.
2724 North Tenaya Way
Las Vegas, Nevada 89128

     Re:  Registration  Statement  on Form S-8  Relating  to the  Sierra  Health
Services,  Inc.  Amended and Restated 1985 Employee Stock  Purchase  Plan,  1995
Long-Term  Incentive  Plan,  as  Amended  and  Restated,  and 1995  Non-Employee
Directors' Stock Plan, as Amended and Restated

Ladies and Gentlemen:

     I am General Counsel to Sierra Health Services,  Inc., a Nevada corporation
(the  "Company"),  and  have  assisted  in  the  preparation  of a  registration
statement  on Form  S-8 (the  "Registration  Statement")  to be  filed  with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "Securities Act"),  relating to 4,173,150 shares of the
Company's common stock (the "Registered Shares"), $.005 par value per share (the
"Common Stock"), to be offered and sold under the Company's Amended and Restated
1985 Employee Stock Purchase Plan (the "ESPP"),  1995 Long-Term  Incentive Plan,
as amended and  restated  (the "LTIP" and,  with the ESPP,  the "Plans") and the
1995   Non-Employee   Directors'  Stock  Plan,  as  amended  and  restated  (the
"Directors' Plan"). Of the Registered Shares, 1,273,150 of the shares registered
in  respect  of the LTIP and all  250,000  shares  registered  in respect of the
Directors' Plan will be treasury shares (the "Treasury Shares").

     In  connection  with  this  opinion,   I  have  examined  the  Registration
Statement, the Articles of Incorporation and amendments thereto, the Amended and
Restated By-Laws of the Company,  certain of the Company's corporate proceedings
as reflected in its minute  books,  the Plans,  and such other records as I have
deemed  relevant.  In my  examinations,  I have assumed the  genuineness  of all
signatures,  the authenticity of all documents submitted to me as originals, and
the conformity with the originals of all documents submitted to me as copies. In
addition,  I have made such other  examinations of law and fact as I have deemed
appropriate in order to form a basis for the opinion hereinafter expressed.

     In my opinion,  the Registered  Shares that may be originally issued by the
Company in connection with the Plans (i.e., excluding Treasury Shares), when and
to the  extent  issued  in  accordance  with  the  terms  of the  Plans  and the
resolutions  authorizing  the  Plans for a price per share not less than the par
value thereof,  will be validly issued, fully paid, and non-assessable shares of
Common Stock.

     The opinion set forth above is limited to the Nevada  Domestic  and Foreign
Corporation Law, as amended. I render this opinion as a member of the Bar of the
State of Missouri.

     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration  Statement.  In giving such opinion and  consent,  I do not thereby
admit that I am acting  within the category of persons whose consent is required
under  Section  7 of the  Securities  Act or the rules  and  regulations  of the
Commission thereunder.

                                             Very truly yours,

                                             /s/
                                             Frank E. Collins


<PAGE>


                                                               Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Sierra Health Services, Inc.:


     We consent to the incorporation by reference in this Registration Statement
of Sierra  Health  Services,  Inc. on Form S-8 of our report dated  February 14,
2000,  appearing in the Annual  Report on Form 10-K of Sierra  Health  Services,
Inc. for the year ended December 31, 1999.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
July 27, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 23566}]
{"company-data": {"conformed-name": "SIERRA HEALTH SERVICES INC", "cik": "0000754009", "assigned-sic": "6324", "irs-number": "880200415", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42394", "film-number": "680394"}, "business-address": {"street1": "2724 N TENAYA WAY", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "7022427000"}, "mail-address": {"street1": "2724 NORTH TENAYA WAY", "street2": "2724 NORTH TENAYA WAY", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}}
As filed with the Securities and Exchange Commission on July 27, 2000

                                                      Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE

                             SECURITIES ACT OF 1933

                          SIERRA HEALTH SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                                     NEVADA

         (State or other jurisdiction of incorporation or organization)

                                   88-0200415

                      (I.R.S. Employer Identification No.)

                              2724 North Tenaya Way

                             Las Vegas, Nevada 89128
          (Address, including zip code, of Principal Executive Offices)

                          SIERRA HEALTH SERVICES, INC.
             AMENDED AND RESTATED 1985 EMPLOYEE STOCK PURCHASE PLAN
             1995 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
        1995 NON-EMPLOYEE DIRECTORS' STOCK PLAN, AS AMENDED AND RESTATED
                            (Full title of the plans)

                            Frank E. Collins, Esquire

                                 General Counsel

                          Sierra Health Services, Inc.

                              2724 North Tenaya Way

                             Las Vegas, Nevada 89128

                                 (702) 242-7000

 (Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
Proposed               Proposed
                                                              maximum                maximum
              Title of                                       offering               aggregate             Amount of
          securities to be              Amount to            price per              offering             registration
           registered (1)             be registered(1)         Share                  price                 fee
           --------------             -------------            -----                  -----                 ---
Common Stock, $0.005                4,173,150 shares        $ 3.34375(2)           $13,953,970           $  3,683.85(3)
par value
----------

     (1) This registration  statement (the "Registration  Statement")  registers
the offer and sale of up to 4,173,150  shares of Common  Stock of Sierra  Health
Services,  Inc., a Nevada corporation (the "Company"),  which may be offered and
sold from time to time pursuant to the Company's  plans,  as follows:  1,250,000
shares  under the  Amended and  Restated  1985  Employee  Stock  Purchase  Plan;
2,673,150  shares  under the 1995  Long-Term  Incentive  Plan,  as  amended  and
restated; and 250,000 shares under the 1995 Non-Employee  Directors' Stock Plan,
as amended and  restated.  Pursuant to Rule  416(a),  the number of shares being
registered  shall be adjusted to include any additional  shares which may become
issuable as a result of stock splits, stock dividends or similar transactions in
accordance  with the  anti-dilution  provisions  of each Plan.  Attached  to the
Common  Stock are  certain  rights  to  purchase  Series A Junior  Participating
Preferred Stock upon the occurrence of specified events.

     (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of  calculating  the  registration  fee,  based upon the  average of the
reported  high and low sales prices for shares of Common Stock on July 25, 2000,
as reported on the composite tape for New York Stock Exchange-listed securities.

     (3)  Calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows:  $264 per $1 million of proposed maximum aggregate offering
price.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

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

         Omitted as permitted pursuant to Rule 428 and Form S-8.

Item 2.  Registrant Information.
         ----------------------

         Omitted as permitted pursuant to Rule 428 and Form S-8.

                                                            I - 1
II - 5

                                     PART II

                      INFORMATION REQUIRED IN REGISTRATION

                    STATEMENT AND NOT REQUIRED IN PROSPECTUS

         Item 3.  Incorporation of Documents by Reference

     The  Company  hereby  incorporates  by  reference  into  this  Registration
Statement  the  following  documents  filed  with the  Securities  and  Exchange
Commission (the "Commission"):

     (a) The Company's  Annual Report on Form 10-K for the Company's fiscal year
ended  December  31, 1999,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The Company's  Quarterly  Report on Form 10-Q for the Company's  fiscal
quarter  ended March 31, 2000,  filed  pursuant to Section 13(a) of the Exchange
Act.

     (c) The Company's  Current  Report on Form 8-K filed with the Commission on
March 16, 2000 pursuant to Section 13(a) of the Exchange Act.

     (d) The  description  of the Common  Stock of the Company  contained in the
Company's  Registration Statement on Form 8-A filed pursuant to the Exchange Act
on March  31,  1994,  and  effective  on April  14,  1994,  including  any other
amendment or report filed for the purpose of updating such description.

     (e) The  description  of certain rights  attaching to the Company's  Common
Stock to purchase Series A Junior Participating Preferred Stock contained in the
Company's  Registration Statement on Form 8-A filed pursuant to the Exchange Act
on July 1, 1994,  including any other  amendment or report filed for the purpose
of updating such description.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act 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.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated in this  Registration  Statement by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a  statement  contained  in this  Registration  Statement  or in any  other
subsequently  filed  document which also is or is deemed to be  incorporated  in
this Registration  Statement by reference modifies or supersedes such statement.
Any statement so modified  shall not be deemed in its  unmodified  form, and any
statement  so  superseded  shall not be  deemed,  to  constitute  a part of this
Registration Statement.

         Item 4.  Description of Securities

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Section  78.751 of the Nevada  Domestic  and  Foreign  Corporation  Law and
Article  VII of the  Company's  By-Laws  provide for the  indemnification  under
certain conditions of directors,  officers, employees and agents acting in their
official capacities.  The Company has not entered into separate  indemnification
agreements with any of its officers or directors.

     The Company has  purchased  directors'  and officers'  liability  insurance
insuring the Company's  officers and directors  against certain  liabilities and
expenses incurred by such persons in such capacities.

Item 7.  Exemption from Registration

         Not applicable.

Item 8.  Exhibits
Exhibit                            Description

     4.1 Articles of  Incorporation,  together with amendments  thereto to date,
incorporated  by reference to Exhibit 3 to the  Company's  Annual Report on Form
10-K for the fiscal year ended December 31, 1990.

     4.2  Certificate  of Division of Shares into Smaller  Denominations  of the
registrant,  incorporated  by reference to Exhibit 3.3 to the  Company's  Annual
Report on Form 10-K for the fiscal year ended December 31, 1992.

     4.3 Amended and Restated By-Laws of the Company,  incorporated by reference
to Exhibit 3.3 to the  Company's  Annual Report on Form 10-K for the fiscal year
ended December 31, 1997.

     4.4 Rights  Agreement,  dated as of June 14,  1994  between the Company and
Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit
3.4 to the Company's  Registration  Statement on Form S-3 effective  October 11,
1994 (Reg. No. 33-83664).
5 Opinion  of Frank E.  Collins,  Esq.,  with  respect to the  legality  of
securities being registered.

     8 Not applicable.

     15 Not applicable.
23.1 Consent of Deloitte & Touche LLP.

     23.2 Consent of Frank E. Collins, Esq. (included in Exhibit 5).
24 Powers of Attorney (included on the signature pages of this Registration
Statement).

     25 Not applicable.

     27 Not applicable.

     28 Not applicable.
99 Not applicable.
Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

     (ii) To reflect in the  Prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
notwithstanding  the  foregoing,  any  increase  or  decrease  in the  volume of
securities  offered (if the total dollar value of  securities  offered would not
exceed that which was  registered) and any deviation from the low or high end of
the estimated  maximum offering range may be reflected in the form of prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective 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 the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this  Registration  Statement  is on Form S-3 or Form S-8,  and the  information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to Section 13 or
Section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each  such  post-effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

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

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

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

     The Registrant. 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 Las Vegas, Nevada, on May 18, 2000.

                                      SIERRA HEALTH SERVICES, INC.

                                      By:  Anthony M. Marlon, M.D.
                                         -------------------------
                                      Anthony M. Marlon, M.D.
                                      Chairman of the Board and
                                      Chief Executive Officer

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that each  person  whose  signature
appears  below  constitutes  and  appoints  Anthony  M.  Marlon,  M.D.  and Erin
MacDonald and each of them as his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all amendments  (including  post-effective  amendments)  and supplements to this
Registration Statement, and to file the same with the 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  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or any of them or their 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  below  by the  following  persons  in the  capacities  and on the  dates
indicated.
/s/ Anthony M. Marlon, M.D.                    Chairman of the Board, Chief                May 18, 2000
--------------------------------------
Anthony M. Marlon, M.D.                           Executive Officer, and Director
                                                  (principal executive officer)

   /s/ Erin E. MacDonald                          President and Director                      May 18, 2000
--------------------------------------------
Erin E. MacDonald

   /s/ Paul H.                                    Vice President, Chief Financial             May 18, 2000
---------------
Palmer                                            Officer, and Treasurer  (principal
--------------------------------
Paul H. Palmer                                    financial officer and accounting
                                                  officer)

   /s/ Thomas Y. Hartley                          Director                                    May 18, 2000
-------------------------------------------
Thomas Y. Hartley

   /s/ William J.                                 Director                                    May 18, 2000
------------------
Raggio

William J. Raggio

   /s/ Charles L.                                 Director                                    May 18, 2000
------------------
Ruthe

Charles L. Ruthe

   /s/ Anthony L. Watson                          Director                                    May 18, 2000
-------------------------------------------
Anthony L. Watson
EXHIBIT INDEX

                                                                    Sequentially

Exhibit     Description                                          Numbered Page

4.1         Articles of Incorporation, together with amendments thereto to date,
            incorporated  by  reference  to  Exhibit 3 to the  Company's  Annual
            Report on Form 10-K for the fiscal year ended December 31, 1990.

4.2         Certificate of Division of Shares into Smaller  Denominations of the
            registrant,   incorporated  by  reference  to  Exhibit  3.3  to  the
            Company's  Annual  Report on Form  10-K for the  fiscal  year  ended
            December 31, 1992.

4.3         Amended  and  Restated  By-Laws  of  the  Company,  incorporated  by
            reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K
            for the fiscal year ended December 31, 1997.

4.4         Rights Agreement, dated as of June 14, 1994
            between the Company and Continental Stock Transfer
            & Trust Company, incorporated by reference to
            Exhibit 3.4 to the Company's Registration
            Statement on Form S-3 effective October 11, 1994
            (Reg. No. 33-83664).

5           Opinion of Frank E. Collins, Esq., with respect to
            the legality of securities being registered.

23.1        Consent of Deloitte & Touche LLP.

23.2        Consent of Frank E. Collins, Esq. (included in
            Exhibit 5).

24          Powers of Attorney (included on the signature
            pages of this Registration Statement).

                                                                  Exhibit 5

                                                   July 27, 2000

Sierra Health Services, Inc.
2724 North Tenaya Way
Las Vegas, Nevada 89128

     Re:  Registration  Statement  on Form S-8  Relating  to the  Sierra  Health
Services,  Inc.  Amended and Restated 1985 Employee Stock  Purchase  Plan,  1995
Long-Term  Incentive  Plan,  as  Amended  and  Restated,  and 1995  Non-Employee
Directors' Stock Plan, as Amended and Restated

Ladies and Gentlemen:

     I am General Counsel to Sierra Health Services,  Inc., a Nevada corporation
(the  "Company"),  and  have  assisted  in  the  preparation  of a  registration
statement  on Form  S-8 (the  "Registration  Statement")  to be  filed  with the
Securities and Exchange  Commission (the "Commission")  under the Securities Act
of 1933, as amended (the "Securities Act"),  relating to 4,173,150 shares of the
Company's common stock (the "Registered Shares"), $.005 par value per share (the
"Common Stock"), to be offered and sold under the Company's Amended and Restated
1985 Employee Stock Purchase Plan (the "ESPP"),  1995 Long-Term  Incentive Plan,
as amended and  restated  (the "LTIP" and,  with the ESPP,  the "Plans") and the
1995   Non-Employee   Directors'  Stock  Plan,  as  amended  and  restated  (the
"Directors' Plan"). Of the Registered Shares, 1,273,150 of the shares registered
in  respect  of the LTIP and all  250,000  shares  registered  in respect of the
Directors' Plan will be treasury shares (the "Treasury Shares").

     In  connection  with  this  opinion,   I  have  examined  the  Registration
Statement, the Articles of Incorporation and amendments thereto, the Amended and
Restated By-Laws of the Company,  certain of the Company's corporate proceedings
as reflected in its minute  books,  the Plans,  and such other records as I have
deemed  relevant.  In my  examinations,  I have assumed the  genuineness  of all
signatures,  the authenticity of all documents submitted to me as originals, and
the conformity with the originals of all documents submitted to me as copies. In
addition,  I have made such other  examinations of law and fact as I have deemed
appropriate in order to form a basis for the opinion hereinafter expressed.

     In my opinion,  the Registered  Shares that may be originally issued by the
Company in connection with the Plans (i.e., excluding Treasury Shares), when and
to the  extent  issued  in  accordance  with  the  terms  of the  Plans  and the
resolutions  authorizing  the  Plans for a price per share not less than the par
value thereof,  will be validly issued, fully paid, and non-assessable shares of
Common Stock.

     The opinion set forth above is limited to the Nevada  Domestic  and Foreign
Corporation Law, as amended. I render this opinion as a member of the Bar of the
State of Missouri.

     I  hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration  Statement.  In giving such opinion and  consent,  I do not thereby
admit that I am acting  within the category of persons whose consent is required
under  Section  7 of the  Securities  Act or the rules  and  regulations  of the
Commission thereunder.

                                             Very truly yours,

                                             /s/
                                             Frank E. Collins
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Sierra Health Services, Inc.:

     We consent to the incorporation by reference in this Registration Statement
of Sierra  Health  Services,  Inc. on Form S-8 of our report dated  February 14,
2000,  appearing in the Annual  Report on Form 10-K of Sierra  Health  Services,
Inc. for the year ended December 31, 1999.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
July 27, 2000