As filed with the Securities and Exchange Commission on June 29, 1995.

         The Registrant requests that the Registration Statement
         become effective immediately upon filing pursuant to
         Securities Act Rule 462.

                                                  Registration No. 33-_____
                                                                  
                  

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                           ____________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                           ____________________

                      SURGICAL CARE AFFILIATES, INC.
          (Exact name of registrant as specified in its charter)

                      Delaware                        62-1149229
          (State or other juris-                   (I.R.S. Employer
          diction of incorporation                Identification No.)
                  or organization)
 
                                Suite 610
                         102 Woodmont Boulevard
                        Nashville, Tennessee 37205

                           (Address of Principal
                             Executive Office)
                                (Zip Code)
                           _____________________

                      Surgical Care Affiliates, Inc.
                          401(k) Retirement Plan
                         (Full title of the plan)

                                Copies to:

Joel C. Gordon, Chairman                      J. Reginald Hill, Esquire
Surgical Care Affiliates, Inc.                Waller Lansden Dortch & Davis
Suite 610, 102 Woodmont Blvd.                 Nashville City Center
Nashville, Tennessee  37205                   511 Union Street, Suite 2100
                                              Nashville, Tennessee  37219-1760
                                  
              

(Name and address of agent for service)
                             ________________

                              (615) 385-3541

       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE



Title of securities to be registered Common Stock, par value $.25 per share(1)

Amount to be registered                               35,000 shares

Proposed maximum offering price per share (2)         $18.625

Proposed maximum aggregate offering price (2)         $651,875

Amount of registration fee                            $224.78



(1)      In accordance with Rule 416(c) and General Instruction F of Form S-8,
         this Registration Statement shall be deemed to register an
         indeterminate amount of interests in the Surgical Care Affiliates,
         Inc. 401(k) Retirement Plan that are separate securities and required 
         to be registered under the Securities Act.

(2)      Estimated pursuant to Rule 457, solely for the purpose of calculating
         the registration fee on the basis of the average of the high and low
         prices of SCA Common Stock on the New York Stock Exchange on June 28,
         1995.

               I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.


Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan
         Annual Information.*


*   Information required by Part I to be contained in the Section 10(a) 
    prospectus is omitted from the registration statement in accordance 
    with Rule 428 under the Securities Act of 1933 and the Note to Part I 
    of Form S-8.

               II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

    The following documents filed with the Commission by the Company are 
    incorporated herein by reference as of the dates thereof;

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994 (File No. 0-13364).

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

    (c)  The description of SCA Common Stock contained in SCA's Registration
         Statement on Form S-1 (File No. 2-88175) as amended, and as
         incorporated by reference in SCA's Registration Statement on Form 
         8-A, filed on April 9, 1985, under Section 12 of the Exchange 
         Act.

    All documents 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 then remaining unsold
are deregistered shall be deemed to be incorporated by reference into this 
Registration Statement and to be a part hereof from the date of filing such
documents.

    Any statements contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed 
document which is also incorporated by reference herein) modifies or
supersedes such statement.  Any statement so modified or superseded shall not 
be deemed to constitute part hereof except as so modified or superseded.


Item 4.  Description of Securities.

         See Item 3(c) above


Item 5.  Interests of Named Experts and Counsel.

         Inapplicable

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the Delaware General Corporation Law provides, in part, 
as follows:

    (a)  A corporation may 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, 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.  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.

    (b)  A corporation may 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 and except that no indemni-
fication shall be made in respect of any claim, issue or matter as to which 
such person shall have been judged to be liable to the corporation unless and 
only to the extent that the Court of Chancery of 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 the 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.

    (c)  To the extent that a director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this 
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection therewith.

    (d)  Any indemnification under subsections (a) and (b) of this section 
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections 
(a) and (b) of this section. Such determination shall be made (1) by the board 
of directors by a majority vote of a quorum consisting of directors who were 
not parties to such action, suit or proceeding, or (2) if such quorum is not 
obtainable, or, even if obtainable a quorum of disinterested directors so 
directs, by independent legal counsel in a written opinion, or (3) by the 
stockholders.

    (e)  Expenses incurred by an officer or director in defending a civil or 
criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon 
receipt of an undertaking by or on behalf of such director or officer to repay 
such amount if it shall ultimately be determined that he is not entitled to be 
indemnified by the Corporation as authorized in this section.  Such expenses 
incurred by other employees and agents may be so paid upon such terms and 
conditions, if any, as the board of directors deems appropriate.

    (f)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or 
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his 
official capacity and as to action in another capacity while holding such 
office.

    (g)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, this section, shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a 
director, officer, employee or agent and shall inure to the benefit of the 
heirs, executors and administrators of such a person.

    The Corporations Certificates of Incorporation and Bylaws provide that the 
Corporation shall indemnify its directors and officers to the fullest extent 
permissible under Delaware law.  The Corporation's Certificate of 
Incorporation also provides that the Corporation's directors have no
personal liability to the Corporation or its shareholders for monetary damages 
for any breach of fiduciary duty as a director, except:  (i) for any
breach of the duty of loyalty to the Corporation or its shareholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for liability under section 174 of the 
Delaware General Corporation Law (involving certain unlawful dividends or stock
repurchases) or (iv) for any transaction from which the director derived an 
improper personal benefit. 

    The Corporation has entered into Indemnification Agreements with its 
directors and officers providing for the prompt indemnification "to
the fullest extent permitted by law" and for the prompt advancement of 
expenses, including attorneys' fees and other costs, expenses and obligations 
paid or incurred in connection with investigating, defending, being a witness 
or participating in (including on appeal) any threatened, pending or completed 
action, suit or proceeding related to the fact that such director or officer 
is or was a director, officer, employee, agent or fiduciary of the Corporation 
or is or was serving at the request of the Corporation as a director, officer, 
employee, trustee, agent or fiduciary of another corporation, partnership, 
joint venture, employee benefit plan trust or other enterprise, or by reason 
of anything done or not done by a director or officer in any such capacity.  
The indemnification Agreements also provide (i) that a director or officer is 
automatically entitled to indemnification for expenses to the extent the
director or officer is successful in defending any indemnifiable claim whether 
on the merits or otherwise, (ii) that the Corporation has the burden of
proving that a director or officer is not entitled to indemnification in any 
particular case and negates certain presumptions that may otherwise be drawn
against a director or officer seeking indemnification in connection with the 
termination of actions or proceedings, (iii) a mechanism through which a
director or officer may seek court relief in the event the Board of Directors 
(or other person or body appointed by the Board of Directors) determines that
the director or officer would not be permitted to be indemnified under 
applicable law (and therefore is not entitled to indemnification under the 
Indemnification Agreement), (iv) that a director or officer is entitled to 
indemnification against all expenses (including attorneys' fees) incurred in 
seeking to collect an indemnity claim or advancement of expenses from the 
Corporation or incurred in seeking to recover under a directors' and officers' 
liability insurance policy, (v) that after there has been a change in
control in the Corporation, all Corporation determinations regarding a right 
to indemnify, and the right to advancement of expenses, shall be made by
independent legal counsel, and (vi) that prior to a change in control of the 
Corporation, a director or officer shall not be entitled to indemnity pursuant 
to the Indemnification Agreement in connection with an action, suit or 
proceeding initiated by the director or officer against the Corporation, or 
its directors or officers unless the Corporation joins or consents to the 
actions, suit or proceeding.

    Under an insurance policy maintained by the Registrant, the Registrant is 
insured for certain amounts which it may be obligated to pay directors and
officers by way of indemnity, and each director and officer of the Registrant 
is insured against certain losses which he may incur by reason of his being a
director or officer or the Registrant and for which he is not indemnified by 
the Registrant.


Item 7.  Exemption from Registration Claimed.

         Inapplicable


Item 8.  Exhibits.

4.       Surgical Care Affiliates, Inc. 401(k) Retirement Plan

23.      Consent of Deloitte & Touche LLP

99.      Agreement of Trustee


Item 9.  Undertakings.


    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 the 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;

   (iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the registration
         statement or any material change of such information in the 
         registration statement.

    Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the 
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 Securities Exchange Act of 1934 
that are incorporated by reference in the registration statement.

    (2)  That, for the purposes of determining any liability under the 
Securities Act of 1934, 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.

    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.

    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
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 Nashville, State of Tennessee, on June 28, 1995.

                            SURGICAL CARE AFFILIATES, INC.

                             BY:  /s/ Joel C. Gordon       
                                  Joel C. Gordon, Chairman &
                                  Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears 
below constitutes and appoints Joel C. Gordon and Tarpley B. Jones, and each
of them, his true and lawful attorneys-in-fact and agents, 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 full power and 
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents 
and purposes as he might or could do in person hereby ratifying and confirming 
all that said attorneys-in-fact and agents, or their substitute or substi-
tutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this registra-
tion statement has been signed by the following persons in the capacities and 
on the dates indicated.

<TABLE>
<S>                               <C>                        <C>  
  /s/ Joel C. Gordon              Chairman of the Board,     June 28, 1995
      Joel C. Gordon              Chief Executive Officer
                                  (Principal Executive
                                  Officer) & Director


  /s/ Kenneth J. Melkus           Vice Chairman & Director   June 28, 1995
      Kenneth J. Melkus


  /s/ William J. Hamburg          President & Director       June 28, 1995
      William J. Hamburg


  /s/ Tarpley B. Jones            Senior Vice President &    June 28, 1995
      Tarpley B. Jones            Chief Financial Officer
                                  (Principal Financial &
                                  Accounting Officer)


  /s/ Daniel E. Bruhl             Director                   June 28, 1995
      Daniel E. Bruhl



  /s/ Lucius E. Burch III         Director                   June 28, 1995
      Lucius E. Burch III


  /s/ Robert J. Fraiman           Director                   June 28, 1995
      Robert J. Fraiman


  /s/ Andrew W. Miller            Director                   June 28, 1995
      Andrew W. Miller


  /s/ Edwin J. Nighbert           Director                   June 28, 1995
      Edwin J. Nighbert


  /s/Sister Josepha Schaeffer     Director                   June 28, 1995
     Sister Josepha Schaeffer

</TABLE>


                                   THE PLAN


    Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Surgical Care Affiliates, Inc. 401(k) 
Retirement Plan) have duly caused this Registration Statement to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on June 28, 1995.



                             SURGICAL CARE AFFILIATES, INC. 401(k)
                             RETIREMENT PLAN


                             By: Third National Bank, Trustee
                             By: /s/ Robert G. Mayer 

                             Title: Vice President & Trust Officer



                               EXHIBIT INDEX
<TABLE>
<CAPTION>

EXHIBIT                                                                
<S>      <C>                                                           
4.       Surgical Care Affiliates, Inc. 401(k) Retirement Plan

23.      Consent of Deloitte & Touche LLP

99.      Agreement of Trustee

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23307}]
{"company-data": {"conformed-name": "SURGICAL CARE AFFILIATES INC", "cik": "0000722692", "assigned-sic": "8011", "irs-number": "621149229", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-60717", "film-number": "95551087"}, "business-address": {"street1": "102 WOODMONT BLVD", "street2": "SUITE 610", "city": "NASHVILLE", "state": "TN", "zip": "37205", "phone": "6153853541"}, "mail-address": {"street1": "102 WOODMONT BLVD", "street2": "STE 610", "city": "NASHVILLE", "state": "TN", "zip": "37205"}}
As filed with the Securities and Exchange Commission on June 29, 1995.

         The Registrant requests that the Registration Statement
         become effective immediately upon filing pursuant to
         Securities Act Rule 462.

                                                  Registration No. 33-_____
                                                                  
                  

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                           ____________________

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                           ____________________

                      SURGICAL CARE AFFILIATES, INC.
          (Exact name of registrant as specified in its charter)

                      Delaware                        62-1149229
          (State or other juris-                   (I.R.S. Employer
          diction of incorporation                Identification No.)
                  or organization)
 
                                Suite 610
                         102 Woodmont Boulevard
                        Nashville, Tennessee 37205

                           (Address of Principal
                             Executive Office)
                                (Zip Code)
                           _____________________

                      Surgical Care Affiliates, Inc.
                          401(k) Retirement Plan
                         (Full title of the plan)

                                Copies to:

Joel C. Gordon, Chairman                      J. Reginald Hill, Esquire
Surgical Care Affiliates, Inc.                Waller Lansden Dortch & Davis
Suite 610, 102 Woodmont Blvd.                 Nashville City Center
Nashville, Tennessee  37205                   511 Union Street, Suite 2100
                                              Nashville, Tennessee  37219-1760
                                  
              

(Name and address of agent for service)
                             ________________

                              (615) 385-3541

       (Telephone number, including area code, of agent for service)

                      CALCULATION OF REGISTRATION FEE

Title of securities to be registered Common Stock, par value $.25 per share(1)

Amount to be registered                               35,000 shares

Proposed maximum offering price per share (2)         $18.625

Proposed maximum aggregate offering price (2)         $651,875

Amount of registration fee                            $224.78

(1)      In accordance with Rule 416(c) and General Instruction F of Form S-8,
         this Registration Statement shall be deemed to register an
         indeterminate amount of interests in the Surgical Care Affiliates,
         Inc. 401(k) Retirement Plan that are separate securities and required 
         to be registered under the Securities Act.

(2)      Estimated pursuant to Rule 457, solely for the purpose of calculating
         the registration fee on the basis of the average of the high and low
         prices of SCA Common Stock on the New York Stock Exchange on June 28,
         1995.

               I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS.

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan
         Annual Information.*

*   Information required by Part I to be contained in the Section 10(a) 
    prospectus is omitted from the registration statement in accordance 
    with Rule 428 under the Securities Act of 1933 and the Note to Part I 
    of Form S-8.

               II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

    The following documents filed with the Commission by the Company are 
    incorporated herein by reference as of the dates thereof;

    (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1994 (File No. 0-13364).

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

    (c)  The description of SCA Common Stock contained in SCA's Registration
         Statement on Form S-1 (File No. 2-88175) as amended, and as
         incorporated by reference in SCA's Registration Statement on Form 
         8-A, filed on April 9, 1985, under Section 12 of the Exchange 
         Act.

    All documents 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 then remaining unsold
are deregistered shall be deemed to be incorporated by reference into this 
Registration Statement and to be a part hereof from the date of filing such
documents.

    Any statements contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein (or in any other subsequently filed 
document which is also incorporated by reference herein) modifies or
supersedes such statement.  Any statement so modified or superseded shall not 
be deemed to constitute part hereof except as so modified or superseded.

Item 4.  Description of Securities.

         See Item 3(c) above

Item 5.  Interests of Named Experts and Counsel.

         Inapplicable

Item 6.  Indemnification of Directors and Officers.

    Section 145 of the Delaware General Corporation Law provides, in part, 
as follows:

    (a)  A corporation may 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, 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.  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.

    (b)  A corporation may 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 and except that no indemni-
fication shall be made in respect of any claim, issue or matter as to which 
such person shall have been judged to be liable to the corporation unless and 
only to the extent that the Court of Chancery of 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 the 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.

    (c)  To the extent that a director, officer, employee or agent of a 
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections (a) and (b) of this 
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and 
reasonably incurred by him in connection therewith.

    (d)  Any indemnification under subsections (a) and (b) of this section 
(unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of 
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsections 
(a) and (b) of this section. Such determination shall be made (1) by the board 
of directors by a majority vote of a quorum consisting of directors who were 
not parties to such action, suit or proceeding, or (2) if such quorum is not 
obtainable, or, even if obtainable a quorum of disinterested directors so 
directs, by independent legal counsel in a written opinion, or (3) by the 
stockholders.

    (e)  Expenses incurred by an officer or director in defending a civil or 
criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon 
receipt of an undertaking by or on behalf of such director or officer to repay 
such amount if it shall ultimately be determined that he is not entitled to be 
indemnified by the Corporation as authorized in this section.  Such expenses 
incurred by other employees and agents may be so paid upon such terms and 
conditions, if any, as the board of directors deems appropriate.

    (f)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, the other subsections of this section shall not be deemed
exclusive of any other rights to which those seeking indemnification or 
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his 
official capacity and as to action in another capacity while holding such 
office.

    (g)  The indemnification and advancement of expenses provided by, or 
granted pursuant to, this section, shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a 
director, officer, employee or agent and shall inure to the benefit of the 
heirs, executors and administrators of such a person.

    The Corporations Certificates of Incorporation and Bylaws provide that the 
Corporation shall indemnify its directors and officers to the fullest extent 
permissible under Delaware law.  The Corporation's Certificate of 
Incorporation also provides that the Corporation's directors have no
personal liability to the Corporation or its shareholders for monetary damages 
for any breach of fiduciary duty as a director, except:  (i) for any
breach of the duty of loyalty to the Corporation or its shareholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for liability under section 174 of the 
Delaware General Corporation Law (involving certain unlawful dividends or stock
repurchases) or (iv) for any transaction from which the director derived an 
improper personal benefit. 

    The Corporation has entered into Indemnification Agreements with its 
directors and officers providing for the prompt indemnification "to
the fullest extent permitted by law" and for the prompt advancement of 
expenses, including attorneys' fees and other costs, expenses and obligations 
paid or incurred in connection with investigating, defending, being a witness 
or participating in (including on appeal) any threatened, pending or completed 
action, suit or proceeding related to the fact that such director or officer 
is or was a director, officer, employee, agent or fiduciary of the Corporation 
or is or was serving at the request of the Corporation as a director, officer, 
employee, trustee, agent or fiduciary of another corporation, partnership, 
joint venture, employee benefit plan trust or other enterprise, or by reason 
of anything done or not done by a director or officer in any such capacity.  
The indemnification Agreements also provide (i) that a director or officer is 
automatically entitled to indemnification for expenses to the extent the
director or officer is successful in defending any indemnifiable claim whether 
on the merits or otherwise, (ii) that the Corporation has the burden of
proving that a director or officer is not entitled to indemnification in any 
particular case and negates certain presumptions that may otherwise be drawn
against a director or officer seeking indemnification in connection with the 
termination of actions or proceedings, (iii) a mechanism through which a
director or officer may seek court relief in the event the Board of Directors 
(or other person or body appointed by the Board of Directors) determines that
the director or officer would not be permitted to be indemnified under 
applicable law (and therefore is not entitled to indemnification under the 
Indemnification Agreement), (iv) that a director or officer is entitled to 
indemnification against all expenses (including attorneys' fees) incurred in 
seeking to collect an indemnity claim or advancement of expenses from the 
Corporation or incurred in seeking to recover under a directors' and officers' 
liability insurance policy, (v) that after there has been a change in
control in the Corporation, all Corporation determinations regarding a right 
to indemnify, and the right to advancement of expenses, shall be made by
independent legal counsel, and (vi) that prior to a change in control of the 
Corporation, a director or officer shall not be entitled to indemnity pursuant 
to the Indemnification Agreement in connection with an action, suit or 
proceeding initiated by the director or officer against the Corporation, or 
its directors or officers unless the Corporation joins or consents to the 
actions, suit or proceeding.

    Under an insurance policy maintained by the Registrant, the Registrant is 
insured for certain amounts which it may be obligated to pay directors and
officers by way of indemnity, and each director and officer of the Registrant 
is insured against certain losses which he may incur by reason of his being a
director or officer or the Registrant and for which he is not indemnified by 
the Registrant.

Item 7.  Exemption from Registration Claimed.

         Inapplicable

Item 8.  Exhibits.

4.       Surgical Care Affiliates, Inc. 401(k) Retirement Plan

23.      Consent of Deloitte & Touche LLP

99.      Agreement of Trustee

Item 9.  Undertakings.

    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 the 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;

   (iii) To include any material information with respect to the plan of 
         distribution not previously disclosed in the registration
         statement or any material change of such information in the 
         registration statement.

    Provided, however, that paragraphs 1(i) and 1(ii) do not apply if the 
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 Securities Exchange Act of 1934 
that are incorporated by reference in the registration statement.

    (2)  That, for the purposes of determining any liability under the 
Securities Act of 1934, 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.

    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.

    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
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 Nashville, State of Tennessee, on June 28, 1995.

                            SURGICAL CARE AFFILIATES, INC.

                             BY:  /s/ Joel C. Gordon       
                                  Joel C. Gordon, Chairman &
                                  Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears 
below constitutes and appoints Joel C. Gordon and Tarpley B. Jones, and each
of them, his true and lawful attorneys-in-fact and agents, 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 full power and 
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents 
and purposes as he might or could do in person hereby ratifying and confirming 
all that said attorneys-in-fact and agents, or their substitute or substi-
tutes, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act of 1933, this registra-
tion statement has been signed by the following persons in the capacities and 
on the dates indicated.
/s/ Joel C. Gordon              Chairman of the Board,     June 28, 1995
      Joel C. Gordon              Chief Executive Officer
                                  (Principal Executive
                                  Officer) & Director

  /s/ Kenneth J. Melkus           Vice Chairman & Director   June 28, 1995
      Kenneth J. Melkus

  /s/ William J. Hamburg          President & Director       June 28, 1995
      William J. Hamburg

  /s/ Tarpley B. Jones            Senior Vice President &    June 28, 1995
      Tarpley B. Jones            Chief Financial Officer
                                  (Principal Financial &
                                  Accounting Officer)

  /s/ Daniel E. Bruhl             Director                   June 28, 1995
      Daniel E. Bruhl

  /s/ Lucius E. Burch III         Director                   June 28, 1995
      Lucius E. Burch III

  /s/ Robert J. Fraiman           Director                   June 28, 1995
      Robert J. Fraiman

  /s/ Andrew W. Miller            Director                   June 28, 1995
      Andrew W. Miller

  /s/ Edwin J. Nighbert           Director                   June 28, 1995
      Edwin J. Nighbert

  /s/Sister Josepha Schaeffer     Director                   June 28, 1995
     Sister Josepha Schaeffer
THE PLAN

    Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the Surgical Care Affiliates, Inc. 401(k) 
Retirement Plan) have duly caused this Registration Statement to be signed on 
its behalf by the undersigned, thereunto duly authorized, in the City of
Nashville, State of Tennessee, on June 28, 1995.

                             SURGICAL CARE AFFILIATES, INC. 401(k)
                             RETIREMENT PLAN

                             By: Third National Bank, Trustee
                             By: /s/ Robert G. Mayer 

                             Title: Vice President & Trust Officer

                               EXHIBIT INDEX
EXHIBIT
4.       Surgical Care Affiliates, Inc. 401(k) Retirement Plan

23.      Consent of Deloitte & Touche LLP

99.      Agreement of Trustee