As filed with the Securities and Exchange Commission on January 29, 1999.
                                           Registration No. 333-
------------------------------------------------------------------------------
                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                 -------------------------
                                           FORM S-8
                    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  -------------------------

                               HEALTHCARE IMAGING SERVICES, INC.
                      (Exact name of issuer as specified in its charter)

            Delaware                                           22-3119929
(State or other jurisdiction of                (I.R.S. Employer Identification
 incorporation or organization)                                 Number)

                                  Tri-Parkway Corporate Park
                                       200 Schulz Drive
                                  Red Bank, New Jersey 07701
                     (Address of principal executive offices) (Zip Code)
                                  -------------------------
                              HEALTHCARE IMAGING SERVICES, INC.
                                 1997 OMNIBUS INCENTIVE PLAN
                                             and
                              1997 EMPLOYEE STOCK PURCHASE PLAN
                        AND OPTION AGREEMENTS WITH CERTAIN INDIVIDUALS
                                  (Full title of the Plans)
                                  -------------------------

Elliott H. Vernon, Esq.                        Scott M. Zimmerman, Esq.
  Chairman of the Board,                       Swidler Berlin Shereff Friedman,
  President and Chief Executive Officer           LLP
HealthCare Imaging Services, Inc.              919 Third Avenue
Tri-Parkway Corporate Park                     New York, New York  10022
200 Schulz Drive                               (212) 758-9500
Red Bank, New Jersey 07701
(732) 224-9292
                             (Name, address and telephone number,
                          including area code, of agents for service)
 
                                CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
   <S>                           <C>             <C>               <C>                  <C>    
                                                Proposed
     Title of                                   Maximum        Proposed Maximum
    Securities                  Amount         Offering Price     Aggregate          Amount of
to be Registered           to be Registered(1)  Per Share(2)   Offering Price(2)  Registration Fee(3)
Common Stock, par value         28,800 shares    $1.0625              30,600         $     8.51
$0.01 per share                600,000 shares    $1.71875         $1,031,250         $   286.69
                               200,000 shares    $1.3125          $  262,500         $    72.98
                                30,000 shares    $0.96875         $   29,063         $     8.08
                                22,500 shares    $0.96875         $   21,797         $     6.06
                                15,000 shares    $0.96875         $   14,531         $     4.04
                             4,103,700 shares    $1.09375         $4,488,422         $ 1,247.78
                                50,000 shares      $ 7.50         $  375,000         $   104.25
                                50,000 shares      $10.00         $  500,000         $   139.00
                                50,000 shares      $12.50         $  625,000         $   173.75
                                50,000 shares    $0.96875             48,438             $13.47

---------------------------- ------------------------------------------------- -----------------
Total                        5,200,000 shares                     $7,426,601          $2,064.61
---------------------------- ------------------------------------------------- -----------------
</TABLE>


                                           - 1 -

<PAGE>


(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule 457 on the  basis of the  exercise  price if known or the
     average  of the high and low  prices of the  Registrant's  Common  Stock as
     quoted on The Nasdaq National Market on January 27,1999.

(3)  The  Registration  Fee has  been  calculated  pursuant  to Rule  457(h)  as
     follows:  $30,600 multiplied by .000278,  $1,031,250 multiplied by .000278,
     $262,500  multiplied by .000278,  $29,063  multiplied  by .000278,  $21,797
     multiplied by .000278,  $14,531 multiplied by .000278,  $7,426,601 
     multiplied by .000278, $375,000 multiplied by .000278, $500,000 multiplied
     by .000278, $625,000 multiplied by .000278 and $48,438 multiplied 
     by .000278.
                                      -2-


<PAGE>
                                            
                                          PART II

                                    INFORMATION REQUIRED IN
                                  THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

     The  following  documents,  which  have been  filed by  HealthCare  Imaging
Services,  Inc., a Delaware corporation (the "Registrant"),  with the Securities
and  Exchange  Commission  (the   "Commission"),   are  incorporated  herein  by
reference:

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1997.

(b)  (i) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
     ended March 31, 1998, (ii) the  Registrant's  Quarterly Report on Form 10-Q
     for the  quarterly  period  ended  June 30,  1998,  (iii) the  Registrant's
     Quarterly  Report on Form 10-Q for the quarterly period ended September 30,
     1998, (iv) the Registrant's Current Report on Form 8- K/A-1, filed with the
     Commission on January 16, 1998, (v) the Registrant's Current Report on Form
     8-K,  filed with the  Commission on March 16, 1998,  (vi) the  Registrant's
     Current  Report on Form 8-K,  filed with the  Commission  on September  18,
     1998,  (vii) the  Registrant's  Current  Report on Form 8-K, filed with the
     Commission on October 16, 1998,  (viii) the Registrant's  Current Report on
     Form 8-K/A-1  filed with the  Commission  on November 12, 1998 and (ix) the
     Registrant's  Current  Report on Form 8-K,  filed  with the  Commission  on
     December 7, 1998.

(c)  The Registrant's  Report on Form 8-A, filed with the Commission on December
     17,  1993,  under  Section 12 of the  Securities  Exchange Act of 1934 (the
     "Exchange Act"), which contains the description of the Registrant's  Common
     Stock, par value $0.01 per share.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 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 under this
Registration  Statement have been sold or which  deregisters all such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the time of filing of such
documents. Any statement contained in the documents incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.



                                            - 3 -

<PAGE>

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.
 
     The Registrant's  Certificate of Incorporation (the "Certificate") provides
that each person who was or is made a party or is  threatened to be made a party
to or is  involved  in any  threatened,  pending or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the  fact  that  he or  she,  or a  person  of  whom  he or she is the  legal
representative,  is or was a director or officer of the  Registrant or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
director,  officer,  employee or agent or alleged  action in any other  capacity
while serving as a director, officer, employee or agent, shall be indemnified by
the Registrant to the maximum extent  authorized by the General  Corporation Law
of the State of Delaware ("DGCL") as the same exists or may hereafter be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits the Registrant to provide broader  indemnification  rights then said law
permitted  the  Registrant  to  provide  prior to such  amendment)  against  all
expense, liability and loss (including attorneys' fees, judgments, fines, excise
taxes or penalties  pursuant to the Employee  Retirement  Income Security Act of
1974 and amounts paid or to be paid in settlement)  reasonably  incurred by such
person  in  connection  with  such  proceeding  and such  indemnification  shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent  and  shall  inure  to the  benefit  of his or her  heirs,  executors  and
administrators.

     The DGCL permits indemnification of a director,  officer, employee or agent
in  civil,   criminal,   administrative  or  investigative   actions,  suits  or
proceedings  (other  than an action by or in the  right of the  corporation)  to
which such  person is a party or is  threatened  to be made a party by reason of
the fact of such  relationship with the corporation or the fact that such person
is or was serving in a similar  capacity  with another  entity at the request of
the corporation against expenses (including attorneys' fees),  judgments,  fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection  with such action if such person  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,  if he had
no  reasonable  cause to believe  his  conduct was  unlawful.  The DGCL  permits
indemnification of a director, officer, employee or agent in actions or suits by
or in the  right  of the  corporation  to  which  such  person  is a party or is
threatened  to be made a party by reason of the fact of such  relationship  with
the  corporation  or the fact that such  person is or was  serving  in a similar
capacity with another entity

                                            - 4 -

<PAGE>

at the request of the corporation against expenses  (including  attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such action if such person acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  except that no  indemnification  may be made in respect of any such
claim,  issue or matter to any person  adjudged to be liable to the  corporation
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which the action was brought  determines  that,  despite the  adjudication of
liability,  such  person  is under  all  circumstances,  fairly  and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Under the DGCL,  to the extent  that a present or former  director or officer is
successful,  on the merits or otherwise,  in the defense of any action,  suit or
proceeding  or any claim,  issue or matter  therein  (whether or not the suit is
brought by or in the right of the corporation),  he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him. In
all cases in which  indemnification is permitted (unless ordered by a court), it
may be made by the  corporation  only as  authorized in the specific case upon a
determination that the applicable  standard of conduct has been met by the party
to be indemnified. Such determination must be made, with respect to a person who
is a director  or officer at the time of such  determination,  (i) by a majority
vote of the  directors who are not parties to such action,  suit or  proceeding,
even  though  less  than a  quorum,  or (ii) by a  committee  of such  directors
designated by majority vote of such  directors,  even though less than a quorum,
or (iii) if there are no such  directors,  or if such  directors  so direct,  by
independent legal counsel in a written opinion, or (iv) by the stockholders. The
statute  authorizes the  corporation  to pay expenses  incurred by an officer or
director in advance of a final  disposition  of a proceeding  upon receipt of an
undertaking  by or on behalf of the person to whom the advance will be made,  to
repay the advances if it shall ultimately be determined that he was not entitled
to  indemnification.  The DGCL provides that  indemnification and advancement of
expenses  permitted  thereunder  are not to be  exclusive of any rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any By-law,  agreement,  vote of stockholders  or  disinterested  directors,  or
otherwise.  The DGCL also  authorizes  the  corporation to purchase and maintain
liability insurance on behalf of its directors,  officers,  employees and agents
regardless  of  whether  the  corporation  would  have  the  statutory  power to
indemnify such persons against the liabilities insured.

     The  Certificate  provides  that  the  right to  indemnification  contained
therein is a contract  right and includes the right to be paid by the Registrant
the expenses  incurred in defending any such  proceeding in advance of its final
disposition;  provided,  however, that if the DGCL requires, the payment of such
expenses  incurred by a director or officer in advance of the final  disposition
of a  proceeding  shall be made  only  upon  delivery  to the  Registrant  of an
undertaking  by or on behalf of such  person to repay all amounts so advanced if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by the Registrant as authorized in the Certificate or otherwise.

     The  Registrant  maintains  directors'  and officers'  liability  insurance
covering  certain  liabilities  incurred by the  directors  and  officers of the
Registrant in connection with the performance of their duties.


                                            - 5 -

<PAGE>

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits

       The following exhibits are filed as part of this Registration Statement:

4.1  HealthCare Imaging Services, Inc. 1997 Omnibus Incentive Plan (Incorporated
     by reference to Exhibit  10.51 to the  Registrant's  Annual  Report on Form
     10-K for the fiscal year ended December 31, 1997) (File No. 000-19636)

4.2  HealthCare  Imaging  Services,  Inc.  1997  Employee  Stock  Purchase  Plan
     (Incorporated  by reference  to Exhibit  10.52 to the  Registrant's  Annual
     Report on Form 10-K for the fiscal year ended December 31, 1997)  (File No.
     000-19636)

4.3  Stock  Option  Agreement,  dated as of April 13, 1998,  between  HealthCare
     Imaging Services, Inc. and Robert Baca.

4.4  Form of Stock  Option  Agreement,  dated as of July  30,  1998  between 
      HealthCare Imaging Services, Inc. and Frank Leo.

5.1  Opinion of Swidler Berlin Shereff Friedman, LLP.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of David Fischer & Co., P.A.

23.3 Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit
     5.1).

24   Power of Attorney (included in signature page to this registration
     statement).



                                            - 6 -
<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 (the "Securities Act");

        (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.
            Notwithstanding  the  foregoing,  any increase or decrease  in
            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 change 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 the 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
the Registration Statement is on Form S-3 or 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 Exchange  Act that are  incorporated  by  reference  in the  Registration
Statement.

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


                                            - 7 -

<PAGE>

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

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities 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.

                                            - 8 -

<PAGE>

                                         SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 County of Monmouth, State of New Jersey, on this 29th day of
January, 1999.


                                    HEALTHCARE IMAGING SERVICES, INC.


                                    By: /s/ Elliott H. Vernon               
                                        Elliott H. Vernon
                                        Chairman of the Board, President
                                        and Chief Executive Officer



<PAGE>

                                     POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose
signature  appears below constitutes and appoints Elliott H. Vernon and Scott P.
McGrory,  and each of them (with full power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  sign  any  and all  amendments  or
post-effective  amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in  fact and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them or their or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof and the  Registrant  hereby  confers like authority on its
behalf.

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


          Signature             Title                              Date

/s/ Elliott H. Vernon  Chairman of the Board,                  January 29, 1999
Elliott H. Vernon      President and Chief Executive
                       Officer

/s/ Scott P. McGrory   Vice President, Controller              January 29, 1999
Scott P. McGrory       (Principal Financial and
                       Accounting Officer)
/s/ Shawn Freidkin
Shawn Freidkin         Director                                January 29, 1999

/s Manmohan A. Patel   Director                                January 29, 1999
Manmohan A. Patel, M.D.

/s/ Joseph J. Raymond  Director                                January 29, 1999
 Joseph J. Raymond
                                                                
/s/ Michael S. Weiss   Director                                January 29, 1999
 Michael S. Weiss



<PAGE>


                              HEALTHCARE IMAGING SERVICES, INC.

                                           FORM S-8
                                    REGISTRATION STATEMENT


                                         EXHIBIT INDEX
 
Exhibit


4.1  HealthCare Imaging Services, Inc. 1997 Omnibus Incentive Plan (Incorporated
     by reference to Exhibit 10.51 to the  Company's  Annual Report on Form 10-K
     for the fiscal year ended December 31, 1997) (File No. 000-19636)

4.2  HealthCare  Imaging  Services,  Inc.  1997  Employee  Stock  Purchase  Plan
     (Incorporated  by reference to Exhibit 10.52 to the Company's Annual Report
     on Form  10-K for the  fiscal  year  ended  December  31,  1997)  (File No.
     000-19636)

4.3  Stock  Option  Agreement,  dated as of April 13, 1998,  between  HealthCare
     Imaging Services, Inc. and Robert Baca

4.4  Stock  Option  Agreement,  dated as of July  30,  1998  between  HealthCare
     Imaging Services, Inc. and Frank Leo.

5.1  Opinion of Swidler Berlin Shereff Friedman, LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of David Fischer & Co., P.A.

23.3 Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit 5.1)

24   Power  of  Attorney  (included  in  signature  page  to  this  Registration
     Statement).



                                            - 11 -

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "OMNIBUS INCENTIVE & EMPL STOCK PURCH PLAN", "secsgml_size_bytes": 26431}]
{"company-data": {"conformed-name": "HEALTHCARE IMAGING SERVICES INC", "cik": "0000878230", "assigned-sic": "8071", "irs-number": "223119929", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-71429", "film-number": "99516896"}, "business-address": {"street1": "200 SCHULZ DR", "city": "RED BANK", "state": "NJ", "zip": "07701", "phone": "7322249292"}, "mail-address": {"street1": "200 SCHULZ DR", "city": "MIDDLETOWN", "state": "NJ", "zip": "07701"}, "former-company": {"former-conformed-name": "HIS ACQUISITION INC", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on January 29, 1999.
                                           Registration No. 333-
------------------------------------------------------------------------------
                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D.C. 20549
                                 -------------------------
                                           FORM S-8
                    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                  -------------------------

                               HEALTHCARE IMAGING SERVICES, INC.
                      (Exact name of issuer as specified in its charter)

            Delaware                                           22-3119929
(State or other jurisdiction of                (I.R.S. Employer Identification
 incorporation or organization)                                 Number)

                                  Tri-Parkway Corporate Park
                                       200 Schulz Drive
                                  Red Bank, New Jersey 07701
                     (Address of principal executive offices) (Zip Code)
                                  -------------------------
                              HEALTHCARE IMAGING SERVICES, INC.
                                 1997 OMNIBUS INCENTIVE PLAN
                                             and
                              1997 EMPLOYEE STOCK PURCHASE PLAN
                        AND OPTION AGREEMENTS WITH CERTAIN INDIVIDUALS
                                  (Full title of the Plans)
                                  -------------------------

Elliott H. Vernon, Esq.                        Scott M. Zimmerman, Esq.
  Chairman of the Board,                       Swidler Berlin Shereff Friedman,
  President and Chief Executive Officer           LLP
HealthCare Imaging Services, Inc.              919 Third Avenue
Tri-Parkway Corporate Park                     New York, New York  10022
200 Schulz Drive                               (212) 758-9500
Red Bank, New Jersey 07701
(732) 224-9292
                             (Name, address and telephone number,
                          including area code, of agents for service)
 
                                CALCULATION OF REGISTRATION FEE
Proposed
     Title of                                   Maximum        Proposed Maximum
    Securities                  Amount         Offering Price     Aggregate          Amount of
to be Registered           to be Registered(1)  Per Share(2)   Offering Price(2)  Registration Fee(3)
Common Stock, par value         28,800 shares    $1.0625              30,600         $     8.51
$0.01 per share                600,000 shares    $1.71875         $1,031,250         $   286.69
                               200,000 shares    $1.3125          $  262,500         $    72.98
                                30,000 shares    $0.96875         $   29,063         $     8.08
                                22,500 shares    $0.96875         $   21,797         $     6.06
                                15,000 shares    $0.96875         $   14,531         $     4.04
                             4,103,700 shares    $1.09375         $4,488,422         $ 1,247.78
                                50,000 shares      $ 7.50         $  375,000         $   104.25
                                50,000 shares      $10.00         $  500,000         $   139.00
                                50,000 shares      $12.50         $  625,000         $   173.75
                                50,000 shares    $0.96875             48,438             $13.47

---------------------------- ------------------------------------------------- -----------------
Total                        5,200,000 shares                     $7,426,601          $2,064.61
---------------------------- ------------------------------------------------- -----------------
- 1 -
(1)  Pursuant  to  Rule  416,  this  Registration  Statement  also  covers  such
     additional  securities as may become issuable to prevent dilution resulting
     from stock splits, stock dividends or similar transactions.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule 457 on the  basis of the  exercise  price if known or the
     average  of the high and low  prices of the  Registrant's  Common  Stock as
     quoted on The Nasdaq National Market on January 27,1999.

(3)  The  Registration  Fee has  been  calculated  pursuant  to Rule  457(h)  as
     follows:  $30,600 multiplied by .000278,  $1,031,250 multiplied by .000278,
     $262,500  multiplied by .000278,  $29,063  multiplied  by .000278,  $21,797
     multiplied by .000278,  $14,531 multiplied by .000278,  $7,426,601 
     multiplied by .000278, $375,000 multiplied by .000278, $500,000 multiplied
     by .000278, $625,000 multiplied by .000278 and $48,438 multiplied 
     by .000278.
                                      -2-
PART II

                                    INFORMATION REQUIRED IN
                                  THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

     The  following  documents,  which  have been  filed by  HealthCare  Imaging
Services,  Inc., a Delaware corporation (the "Registrant"),  with the Securities
and  Exchange  Commission  (the   "Commission"),   are  incorporated  herein  by
reference:

(a)  The  Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
     December 31, 1997.

(b)  (i) The Registrant's Quarterly Report on Form 10-Q for the quarterly period
     ended March 31, 1998, (ii) the  Registrant's  Quarterly Report on Form 10-Q
     for the  quarterly  period  ended  June 30,  1998,  (iii) the  Registrant's
     Quarterly  Report on Form 10-Q for the quarterly period ended September 30,
     1998, (iv) the Registrant's Current Report on Form 8- K/A-1, filed with the
     Commission on January 16, 1998, (v) the Registrant's Current Report on Form
     8-K,  filed with the  Commission on March 16, 1998,  (vi) the  Registrant's
     Current  Report on Form 8-K,  filed with the  Commission  on September  18,
     1998,  (vii) the  Registrant's  Current  Report on Form 8-K, filed with the
     Commission on October 16, 1998,  (viii) the Registrant's  Current Report on
     Form 8-K/A-1  filed with the  Commission  on November 12, 1998 and (ix) the
     Registrant's  Current  Report on Form 8-K,  filed  with the  Commission  on
     December 7, 1998.

(c)  The Registrant's  Report on Form 8-A, filed with the Commission on December
     17,  1993,  under  Section 12 of the  Securities  Exchange Act of 1934 (the
     "Exchange Act"), which contains the description of the Registrant's  Common
     Stock, par value $0.01 per share.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 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 under this
Registration  Statement have been sold or which  deregisters all such securities
then remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the time of filing of such
documents. Any statement contained in the documents incorporated or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained  herein or in any other  subsequently  filed  document  which  also is
incorporated  or deemed to be  incorporated  by  reference  herein  modifies  or
supersedes  such statement.  Any such statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

                                            - 3 -
Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.
 
     The Registrant's  Certificate of Incorporation (the "Certificate") provides
that each person who was or is made a party or is  threatened to be made a party
to or is  involved  in any  threatened,  pending or  completed  action,  suit or
proceeding, whether civil, criminal,  administrative or investigative, by reason
of the  fact  that  he or  she,  or a  person  of  whom  he or she is the  legal
representative,  is or was a director or officer of the  Registrant or is or was
serving at the request of the  Registrant  as a director,  officer,  employee or
agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including  service with respect to employee benefit plans,  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
director,  officer,  employee or agent or alleged  action in any other  capacity
while serving as a director, officer, employee or agent, shall be indemnified by
the Registrant to the maximum extent  authorized by the General  Corporation Law
of the State of Delaware ("DGCL") as the same exists or may hereafter be amended
(but, in the case of any such amendment,  only to the extent that such amendment
permits the Registrant to provide broader  indemnification  rights then said law
permitted  the  Registrant  to  provide  prior to such  amendment)  against  all
expense, liability and loss (including attorneys' fees, judgments, fines, excise
taxes or penalties  pursuant to the Employee  Retirement  Income Security Act of
1974 and amounts paid or to be paid in settlement)  reasonably  incurred by such
person  in  connection  with  such  proceeding  and such  indemnification  shall
continue  as to a person who has ceased to be a director,  officer,  employee or
agent  and  shall  inure  to the  benefit  of his or her  heirs,  executors  and
administrators.

     The DGCL permits indemnification of a director,  officer, employee or agent
in  civil,   criminal,   administrative  or  investigative   actions,  suits  or
proceedings  (other  than an action by or in the  right of the  corporation)  to
which such  person is a party or is  threatened  to be made a party by reason of
the fact of such  relationship with the corporation or the fact that such person
is or was serving in a similar  capacity  with another  entity at the request of
the corporation against expenses (including attorneys' fees),  judgments,  fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection  with such action if such person  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,  if he had
no  reasonable  cause to believe  his  conduct was  unlawful.  The DGCL  permits
indemnification of a director, officer, employee or agent in actions or suits by
or in the  right  of the  corporation  to  which  such  person  is a party or is
threatened  to be made a party by reason of the fact of such  relationship  with
the  corporation  or the fact that such  person is or was  serving  in a similar
capacity with another entity

                                            - 4 -
at the request of the corporation against expenses  (including  attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such action if such person acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation  except that no  indemnification  may be made in respect of any such
claim,  issue or matter to any person  adjudged to be liable to the  corporation
unless and only to the extent that the  Delaware  Court of Chancery or the court
in which the action was brought  determines  that,  despite the  adjudication of
liability,  such  person  is under  all  circumstances,  fairly  and  reasonably
entitled to  indemnity  for such  expenses  which such court shall deem  proper.
Under the DGCL,  to the extent  that a present or former  director or officer is
successful,  on the merits or otherwise,  in the defense of any action,  suit or
proceeding  or any claim,  issue or matter  therein  (whether or not the suit is
brought by or in the right of the corporation),  he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him. In
all cases in which  indemnification is permitted (unless ordered by a court), it
may be made by the  corporation  only as  authorized in the specific case upon a
determination that the applicable  standard of conduct has been met by the party
to be indemnified. Such determination must be made, with respect to a person who
is a director  or officer at the time of such  determination,  (i) by a majority
vote of the  directors who are not parties to such action,  suit or  proceeding,
even  though  less  than a  quorum,  or (ii) by a  committee  of such  directors
designated by majority vote of such  directors,  even though less than a quorum,
or (iii) if there are no such  directors,  or if such  directors  so direct,  by
independent legal counsel in a written opinion, or (iv) by the stockholders. The
statute  authorizes the  corporation  to pay expenses  incurred by an officer or
director in advance of a final  disposition  of a proceeding  upon receipt of an
undertaking  by or on behalf of the person to whom the advance will be made,  to
repay the advances if it shall ultimately be determined that he was not entitled
to  indemnification.  The DGCL provides that  indemnification and advancement of
expenses  permitted  thereunder  are not to be  exclusive of any rights to which
those seeking  indemnification  or advancement of expenses may be entitled under
any By-law,  agreement,  vote of stockholders  or  disinterested  directors,  or
otherwise.  The DGCL also  authorizes  the  corporation to purchase and maintain
liability insurance on behalf of its directors,  officers,  employees and agents
regardless  of  whether  the  corporation  would  have  the  statutory  power to
indemnify such persons against the liabilities insured.

     The  Certificate  provides  that  the  right to  indemnification  contained
therein is a contract  right and includes the right to be paid by the Registrant
the expenses  incurred in defending any such  proceeding in advance of its final
disposition;  provided,  however, that if the DGCL requires, the payment of such
expenses  incurred by a director or officer in advance of the final  disposition
of a  proceeding  shall be made  only  upon  delivery  to the  Registrant  of an
undertaking  by or on behalf of such  person to repay all amounts so advanced if
it shall  ultimately  be  determined  that  such  person is not  entitled  to be
indemnified by the Registrant as authorized in the Certificate or otherwise.

     The  Registrant  maintains  directors'  and officers'  liability  insurance
covering  certain  liabilities  incurred by the  directors  and  officers of the
Registrant in connection with the performance of their duties.

                                            - 5 -
Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits

       The following exhibits are filed as part of this Registration Statement:

4.1  HealthCare Imaging Services, Inc. 1997 Omnibus Incentive Plan (Incorporated
     by reference to Exhibit  10.51 to the  Registrant's  Annual  Report on Form
     10-K for the fiscal year ended December 31, 1997) (File No. 000-19636)

4.2  HealthCare  Imaging  Services,  Inc.  1997  Employee  Stock  Purchase  Plan
     (Incorporated  by reference  to Exhibit  10.52 to the  Registrant's  Annual
     Report on Form 10-K for the fiscal year ended December 31, 1997)  (File No.
     000-19636)

4.3  Stock  Option  Agreement,  dated as of April 13, 1998,  between  HealthCare
     Imaging Services, Inc. and Robert Baca.

4.4  Form of Stock  Option  Agreement,  dated as of July  30,  1998  between 
      HealthCare Imaging Services, Inc. and Frank Leo.

5.1  Opinion of Swidler Berlin Shereff Friedman, LLP.

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of David Fischer & Co., P.A.

23.3 Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit
     5.1).

24   Power of Attorney (included in signature page to this registration
     statement).

                                            - 6 -
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 (the "Securities Act");

        (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.
            Notwithstanding  the  foregoing,  any increase or decrease  in
            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 change 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 the 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
the Registration Statement is on Form S-3 or 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 Exchange  Act that are  incorporated  by  reference  in the  Registration
Statement.

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

                                            - 7 -
(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 the purposes of
     determining  any  liability  under the  Securities  Act, each filing of the
     Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
     Exchange Act (and,  where  applicable,  each filing of an employee  benefit
     plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
     incorporated by reference in the registration  statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such  securities at that time shall be deemed to be the
     initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Securities 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.

                                            - 8 -
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 County of Monmouth, State of New Jersey, on this 29th day of
January, 1999.

                                    HEALTHCARE IMAGING SERVICES, INC.

                                    By: /s/ Elliott H. Vernon               
                                        Elliott H. Vernon
                                        Chairman of the Board, President
                                        and Chief Executive Officer
POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENT, that each of the undersigned whose
signature  appears below constitutes and appoints Elliott H. Vernon and Scott P.
McGrory,  and each of them (with full power of each of them to act  alone),  his
true and lawful  attorneys-in-fact  and agents,  with full power of substitution
and  resubstitution for him and on his behalf, and in his name, place and stead,
in any and all  capacities  to  execute  and  sign  any  and all  amendments  or
post-effective  amendments to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange  Commission,  granting unto said  attorneys-in  fact and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and  purposes as he might or could do in person,  hereby
ratifying and  confirming all that said  attorneys-in-fact  and agents or any of
them or their or his substitute or  substitutes,  may lawfully do or cause to be
done by virtue hereof and the  Registrant  hereby  confers like authority on its
behalf.

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

          Signature             Title                              Date

/s/ Elliott H. Vernon  Chairman of the Board,                  January 29, 1999
Elliott H. Vernon      President and Chief Executive
                       Officer

/s/ Scott P. McGrory   Vice President, Controller              January 29, 1999
Scott P. McGrory       (Principal Financial and
                       Accounting Officer)
/s/ Shawn Freidkin
Shawn Freidkin         Director                                January 29, 1999

/s Manmohan A. Patel   Director                                January 29, 1999
Manmohan A. Patel, M.D.

/s/ Joseph J. Raymond  Director                                January 29, 1999
 Joseph J. Raymond
                                                                
/s/ Michael S. Weiss   Director                                January 29, 1999
 Michael S. Weiss
HEALTHCARE IMAGING SERVICES, INC.

                                           FORM S-8
                                    REGISTRATION STATEMENT

                                         EXHIBIT INDEX
 
Exhibit

4.1  HealthCare Imaging Services, Inc. 1997 Omnibus Incentive Plan (Incorporated
     by reference to Exhibit 10.51 to the  Company's  Annual Report on Form 10-K
     for the fiscal year ended December 31, 1997) (File No. 000-19636)

4.2  HealthCare  Imaging  Services,  Inc.  1997  Employee  Stock  Purchase  Plan
     (Incorporated  by reference to Exhibit 10.52 to the Company's Annual Report
     on Form  10-K for the  fiscal  year  ended  December  31,  1997)  (File No.
     000-19636)

4.3  Stock  Option  Agreement,  dated as of April 13, 1998,  between  HealthCare
     Imaging Services, Inc. and Robert Baca

4.4  Stock  Option  Agreement,  dated as of July  30,  1998  between  HealthCare
     Imaging Services, Inc. and Frank Leo.

5.1  Opinion of Swidler Berlin Shereff Friedman, LLP

23.1 Consent of Deloitte & Touche LLP

23.2 Consent of David Fischer & Co., P.A.

23.3 Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit 5.1)

24   Power  of  Attorney  (included  in  signature  page  to  this  Registration
     Statement).

                                            - 11 -