As filed with the Securities and Exchange Commission on December 4, 1998.

                                           Registration No. 333-
-------------------------------------------------------------------------------

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


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


                                     NEVADA
         (State or other jurisdiction of incorporation or organization)


                                   88-0200415
                      (I.R.S. Employer Identification No.)


                             2724 North Tenaya Way
                             Las Vegas, Nevada 89128
          (Address, including zip code, of Principal Executive Offices)


                          SIERRA HEALTH SERVICES, INC.
               STOCK PURCHASE PLAN FOR SERVICE PROVIDER EMPLOYEES
                            1998 STOCK INCENTIVE PLAN
                        1995 LONG-TERM INCENTIVE PLAN, AS
                              AMENDED AND RESTATED
                            (Full title of the plans)


                           Frank E. Collins, Esquire
                                 General Counsel
                          Sierra Health Services, Inc.
                              2724 North Tenaya Way
                             Las Vegas, Nevada 89128
                                 (702) 242-7000
 (Name, address and telephone number, including area code, of agent for service)

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

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



<PAGE>



                         Calculation of Registration Fee
<TABLE>

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

<S>           <C>                                 <C>                <C>              <C>                 <C>
Common Stock, $0.005                              625,569 shares     $     (2)        $   (2)             $    (2)
    par value
Common Stock, $0.005                            1,035,300 shares     $     (3)        $   (3)             $    (3)
    par value
Common Stock, $0.005                              174,131 shares     $     (4)        $   (4)             $    (4)
    par value
Common Stock, $0.005                               15,000 shares     $ 23.00(5)       $345,000.00         $  101.78  (6)
    par value
</TABLE>




(1)               This  registration  statement (the  "Registration  Statement")
                  registers  the  offer  and sale of up to  1,850,000  shares of
                  Common  Stock  of  Sierra  Health  Services,  Inc.,  a  Nevada
                  corporation  (the  "Company"),  which may be offered  and sold
                  from time to time pursuant to the Company's plans, as follows:
                  100,000  shares  under the  Stock  Purchase  Plan for  Service
                  Provider  Employees;  400,000  shares  under  the  1998  Stock
                  Incentive Plan; and 1,350,000  shares under the 1995 Long-Term
                  Incentive  Plan,  as amended  and  restated.  Pursuant to Rule
                  416(a),  the  number  of  shares  being  registered  shall  be
                  adjusted to include  any  additional  shares  which may become
                  issuable  as a result  of stock  splits,  stock  dividends  or
                  similar  transactions  in  accordance  with the  anti-dilution
                  provisions  of each Plan.  Attached  to the  Common  Stock are
                  certain  rights  to  purchase  Series A  Junior  Participating
                  Preferred Stock upon the occurrence of specified events.

                  (2)These 625,569 shares were originally  registered on July 3,
                  1991 in  connection  with the Company's  Capital  Accumulation
                  Plan pursuant to a  Registration  Statement on Form S-8, (File
                  No.  33-41542) (as adjusted in  accordance  with Rule 416(a)).
                  The  registration  fee paid at that time for such  shares  was
                  $1,133.84.   Pursuant  to   Instruction  E  to  Form  S-8,  as
                  interpreted   by  the   Commission   staff,   the  Company  is
                  transferring  the 625,569 shares from that prior  registration
                  statement. The Company has filed a Post-Effective Amendment to
                  the prior  registration  statement  deregistering  the 625,569
                  shares.

                  (3)These 1,035,300 shares were originally registered on August
                  22,   1991   in   connection   with   the   Company's   Profit
                  Sharing/401(k)  Plan  and  Trust  pursuant  to a  Registration
                  Statement  on Form S-3,  (File No.  33-42222)  (as adjusted in
                  accordance  with Rule 416(a)).  The  registration  fee paid at
                  that time for such  shares  was  $1,334.76.  Pursuant  to Rule
                  429(b)  and   Instruction  E  to  Form  S-8,  the  Company  is
                  transferring the 1,035,300 shares from that prior registration
                  statement.

                  (4)These 174,131 shares were originally  registered on July 3,
                  1991 in connection  with the Company's  1986 Stock Option Plan
                  pursuant to a  Registration  Statement on Form S-8,  (File No.
                  33-41543)  (as adjusted in accordance  with Rule 416(a)).  The
                  registration fee paid at that


<PAGE>



                  time for such shares was $315.61. Pursuant to Instruction E to
                  Form S-8, as interpreted by the Commission  staff, the Company
                  is   transferring   the   174,131   shares   from  that  prior
                  registration statement. The Company has filed a Post-Effective
                  Amendment to the prior  registration  statement  deregistering
                  the 174,131 shares.

(5)               Estimated  pursuant  to  paragraphs  (c) and  (h) of Rule  457
                  solely for the purpose of calculating  the  registration  fee,
                  based  upon the  average  of the  reported  high and low sales
                  prices  for shares of Common  Stock on  December  2, 1998,  as
                  reported   on  the   composite   tape  for  New   York   Stock
                  Exchange-listed securities.

     (6)  Calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows:  $295 per $1 million of proposed maximum aggregate offering
price.

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

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



<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.           Plan Information.

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


Item 2.           Registrant Information.

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




































                                      I - 1


<PAGE>



                                     PART II

                      INFORMATION REQUIRED IN REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference

         The following  documents of the Company,  filed with the Securities and
Exchange Commission (the "Commission"),  are incorporated by reference into this
Registration Statement:

                  (a) The Company's Annual Report on Form 10-K for the Company's
fiscal year ended  December 31,  1997,  filed  pursuant to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
Company's fiscal quarters ended March 31, 1998, June 30, 1998, and September 30,
1998, filed pursuant to Section 13(a) of the Exchange Act.

                  (c) The Company's  Current  Reports on Form 8-K filed with the
Commission on March 19, 1998, May 15, 1998, June 23, 1998, and November 12, 1998
pursuant to Section 13(a) of the Exchange Act.

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

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

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

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



                                                     II - 1

<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

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

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


Item 7.  Exemption from Registration

         Not applicable.

Item 8.    Exhibits

Exhibit                    Description

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

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

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

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


                                                     II - 2

<PAGE>



     5 Opinion  of  Steven C.  Root,  Esq.,  with  respect  to the  legality  of
securities being registered.

15                         Not applicable.

23.1                       Consent of Deloitte & Touche LLP.

23.2                       Consent of Deloitte & Touche LLP.

     23.3 Consent of Steven C. Root, Esq. (included in Exhibit 5).

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

25                         Not applicable.

27                         Not applicable.

28                         Not applicable.

99                         Not applicable.

Item 9.                    Undertakings

         (a)      The undersigned registrant hereby undertakes:

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

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

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in the Registration Statement;


                                                     II - 3

<PAGE>



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

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

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

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

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



                                                     II - 4

<PAGE>



                                                    Signatures

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S- 8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Las Vegas, Nevada, on November 11, 1998.

                                                 SIERRA HEALTH SERVICES, INC.


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


KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Anthony M. Marlon,  M.D. and Erin MacDonald and
each of them as his or her true and lawful  attorneys-in-fact  and agents,  with
full power of substitution and resubstitution,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  and  supplements  to this  Registration
Statement,  and to file  the  same  with  the  Commission,  granting  unto  said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents, or any of them or their substitute or substitutes,
may  lawfully  do or  cause  to be  done  by  virtue  hereof.  Pursuant  to  the
requirements of the Securities Act of 1933, this Registration Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.

 /s/ Anthony M. Marlon, M.D.     Chairman of the Board,        November 11, 1998
Anthony M. Marlon, M.D.          Chief Executive Officer,
                                 and Director (principal executive officer)

   /s/ Erin E. MacDonald         President and Director        November 11, 1998
Erin E. MacDonald

   /s/ Paul H. Palmer          Acting Chief Financial Officer  November 11, 1998
-----------------------------
Paul H. Palmer                   (principal financial officer
                                 and accounting officer)

   /s/ Thomas Y. Hartley         Director                      November 11, 1998
-----------------------------
Thomas Y. Hartley

   /s/ William J. Raggio          Director                     November 11, 1998
-----------------------------
William J. Raggio

   /s/ Charles L. Ruthe           Director                     November 11, 1998
-----------------------------
Charles L. Ruthe


<PAGE>



                                  EXHIBIT INDEX


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

4.2      Certificate  of Division of Shares into  Smaller  Denominations  of the
         registrant,  incorporated  by reference to Exhibit 3.3 to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
4.3      Amended and Restated By-Laws of the Company,  incorporated by reference
         to  Exhibit  3.3 to the  Company's  Annual  Report on Form 10-K for the
         fiscal year ended December 31, 1997.

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

5        Opinion of Steven C.  Root,  Esq.,  with  respect  to the  legality  of
         securities being registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Steven C. Root, Esq. (included in Exhibit 5).

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



<PAGE>



                                                                       Exhibit 5
                          Law Offices of Steven C. Root
                              29 Job Seamans Acres
                         New London, New Hampshire 03257

                                December 4, 1998

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

     Re:  Registration  Statement  on Form S-8  Relating  to the  Sierra  Health
Services,  Inc. Stock Purchase Plan for Service Provider  Employees,  the Sierra
Health Services 1998 Stock Incentive Plan, and the Sierra Health Services,  Inc.
1995 Long-Term Incentive Plan, as Amended and Restated

Ladies and Gentlemen:

I have acted as counsel to Sierra Health  Services,  Inc., a Nevada  corporation
(the "Company"),  in connection with the preparation of a registration statement
on Form S-8 (the  "Registration  Statement") to be filed with the Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the  "Securities  Act"),  relating to 1,850,000 shares of the Company's
common stock (the "Registered  Shares"),  $.005 par value per share (the "Common
Stock"),  to be offered and sold under the  Company's  Stock  Purchase  Plan for
Service  Provider  Employees,  1998 Stock  Incentive  Plan,  and 1995  Long-Term
Incentive Plan, as amended and restated (together, the "Plans").

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

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

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

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

                                                              Very truly yours,

                                                              /s/ Steven C. Root
                                                              Steven C. Root


<PAGE>




                                                                    Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Sierra Health Services, Inc.:


We consent to the incorporation by reference in this  Registration  Statement of
Sierra Health  Services,  Inc.  (the  "Company") on Form S-8 of our report dated
February 16, 1998,  appearing in the Annual Report on Form 10-K of Sierra Health
Services, Inc. for the year ended December 31, 1997.


DELOITTE & TOUCHE LLP

Las Vegas, Nevada
November 23, 1998


<PAGE>



                                                                   Exhibit 23.2


INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Sierra Health Services, Inc.:


We consent to the incorporation by reference in this  Registration  Statement of
Sierra Health  Services,  Inc.  (the  "Company") on Form S-8 of our report dated
March 5, 1998,  related to the financial  statements of Kaiser Foundation Health
Plan of Texas for the year ended  December 31, 1997,  appearing in the Company's
Report on Form 8-K filed with the Securities and Exchange Commission on November
12, 1998.


DELOITTE & TOUCHE LLP

Dallas, Texas
November 23, 1998



<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27727}]
{"company-data": {"conformed-name": "SIERRA HEALTH SERVICES INC", "cik": "0000754009", "assigned-sic": "6324", "irs-number": "880200415", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68399", "film-number": "98764254"}, "business-address": {"street1": "2724 N TENAYA WAY", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "7022427000"}, "mail-address": {"street1": "2724 NORTH TENAYA WAY", "street2": "2724 NORTH TENAYA WAY", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}}
As filed with the Securities and Exchange Commission on December 4, 1998.

                                           Registration No. 333-
-------------------------------------------------------------------------------

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   88-0200415
                      (I.R.S. Employer Identification No.)

                             2724 North Tenaya Way
                             Las Vegas, Nevada 89128
          (Address, including zip code, of Principal Executive Offices)

                          SIERRA HEALTH SERVICES, INC.
               STOCK PURCHASE PLAN FOR SERVICE PROVIDER EMPLOYEES
                            1998 STOCK INCENTIVE PLAN
                        1995 LONG-TERM INCENTIVE PLAN, AS
                              AMENDED AND RESTATED
                            (Full title of the plans)

                           Frank E. Collins, Esquire
                                 General Counsel
                          Sierra Health Services, Inc.
                              2724 North Tenaya Way
                             Las Vegas, Nevada 89128
                                 (702) 242-7000
 (Name, address and telephone number, including area code, of agent for service)

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

-------------------------------------------------------------------------------
Calculation of Registration Fee
Proposed            Proposed
                                                                       maximum             maximum
   Title of                                                           offering            aggregate        Amount of
securities to be                                   Amount to          price per           offering       registration
 registered(1)                                 be registered (1)        Share               price             fee
------------------------------                 -----------------      ---------          -----------      -------
Common Stock, $0.005                              625,569 shares     $     (2)        $   (2)             $    (2)
    par value
Common Stock, $0.005                            1,035,300 shares     $     (3)        $   (3)             $    (3)
    par value
Common Stock, $0.005                              174,131 shares     $     (4)        $   (4)             $    (4)
    par value
Common Stock, $0.005                               15,000 shares     $ 23.00(5)       $345,000.00         $  101.78  (6)
    par value
(1)               This  registration  statement (the  "Registration  Statement")
                  registers  the  offer  and sale of up to  1,850,000  shares of
                  Common  Stock  of  Sierra  Health  Services,  Inc.,  a  Nevada
                  corporation  (the  "Company"),  which may be offered  and sold
                  from time to time pursuant to the Company's plans, as follows:
                  100,000  shares  under the  Stock  Purchase  Plan for  Service
                  Provider  Employees;  400,000  shares  under  the  1998  Stock
                  Incentive Plan; and 1,350,000  shares under the 1995 Long-Term
                  Incentive  Plan,  as amended  and  restated.  Pursuant to Rule
                  416(a),  the  number  of  shares  being  registered  shall  be
                  adjusted to include  any  additional  shares  which may become
                  issuable  as a result  of stock  splits,  stock  dividends  or
                  similar  transactions  in  accordance  with the  anti-dilution
                  provisions  of each Plan.  Attached  to the  Common  Stock are
                  certain  rights  to  purchase  Series A  Junior  Participating
                  Preferred Stock upon the occurrence of specified events.

                  (2)These 625,569 shares were originally  registered on July 3,
                  1991 in  connection  with the Company's  Capital  Accumulation
                  Plan pursuant to a  Registration  Statement on Form S-8, (File
                  No.  33-41542) (as adjusted in  accordance  with Rule 416(a)).
                  The  registration  fee paid at that time for such  shares  was
                  $1,133.84.   Pursuant  to   Instruction  E  to  Form  S-8,  as
                  interpreted   by  the   Commission   staff,   the  Company  is
                  transferring  the 625,569 shares from that prior  registration
                  statement. The Company has filed a Post-Effective Amendment to
                  the prior  registration  statement  deregistering  the 625,569
                  shares.

                  (3)These 1,035,300 shares were originally registered on August
                  22,   1991   in   connection   with   the   Company's   Profit
                  Sharing/401(k)  Plan  and  Trust  pursuant  to a  Registration
                  Statement  on Form S-3,  (File No.  33-42222)  (as adjusted in
                  accordance  with Rule 416(a)).  The  registration  fee paid at
                  that time for such  shares  was  $1,334.76.  Pursuant  to Rule
                  429(b)  and   Instruction  E  to  Form  S-8,  the  Company  is
                  transferring the 1,035,300 shares from that prior registration
                  statement.

                  (4)These 174,131 shares were originally  registered on July 3,
                  1991 in connection  with the Company's  1986 Stock Option Plan
                  pursuant to a  Registration  Statement on Form S-8,  (File No.
                  33-41543)  (as adjusted in accordance  with Rule 416(a)).  The
                  registration fee paid at that
time for such shares was $315.61. Pursuant to Instruction E to
                  Form S-8, as interpreted by the Commission  staff, the Company
                  is   transferring   the   174,131   shares   from  that  prior
                  registration statement. The Company has filed a Post-Effective
                  Amendment to the prior  registration  statement  deregistering
                  the 174,131 shares.

(5)               Estimated  pursuant  to  paragraphs  (c) and  (h) of Rule  457
                  solely for the purpose of calculating  the  registration  fee,
                  based  upon the  average  of the  reported  high and low sales
                  prices  for shares of Common  Stock on  December  2, 1998,  as
                  reported   on  the   composite   tape  for  New   York   Stock
                  Exchange-listed securities.

     (6)  Calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows:  $295 per $1 million of proposed maximum aggregate offering
price.

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

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PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.

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

Item 2.           Registrant Information.

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

                                      I - 1
PART II

                      INFORMATION REQUIRED IN REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

         The following  documents of the Company,  filed with the Securities and
Exchange Commission (the "Commission"),  are incorporated by reference into this
Registration Statement:

                  (a) The Company's Annual Report on Form 10-K for the Company's
fiscal year ended  December 31,  1997,  filed  pursuant to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

                  (b) The  Company's  Quarterly  Reports  on Form  10-Q  for the
Company's fiscal quarters ended March 31, 1998, June 30, 1998, and September 30,
1998, filed pursuant to Section 13(a) of the Exchange Act.

                  (c) The Company's  Current  Reports on Form 8-K filed with the
Commission on March 19, 1998, May 15, 1998, June 23, 1998, and November 12, 1998
pursuant to Section 13(a) of the Exchange Act.

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

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

         All  reports  and other  documents  subsequently  filed by the  Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such documents.

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

                                                     II - 1
Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

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

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

Item 7.  Exemption from Registration

         Not applicable.

Item 8.    Exhibits

Exhibit                    Description

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

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

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

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

                                                     II - 2
5 Opinion  of  Steven C.  Root,  Esq.,  with  respect  to the  legality  of
securities being registered.

15                         Not applicable.

23.1                       Consent of Deloitte & Touche LLP.

23.2                       Consent of Deloitte & Touche LLP.

     23.3 Consent of Steven C. Root, Esq. (included in Exhibit 5).

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

25                         Not applicable.

27                         Not applicable.

28                         Not applicable.

99                         Not applicable.

Item 9.                    Undertakings

         (a)      The undersigned registrant hereby undertakes:

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

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

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

                           (iii)  To  include  any  material   information  with
                  respect to the plan of distribution  not previously  disclosed
                  in this Registration  Statement or any material change to such
                  information in the Registration Statement;

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

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

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

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

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

                                                     II - 4
Signatures

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of  the  requirements  for  filing  on  Form  S- 8  and  has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Las Vegas, Nevada, on November 11, 1998.

                                                 SIERRA HEALTH SERVICES, INC.

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

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints  Anthony M. Marlon,  M.D. and Erin MacDonald and
each of them as his or her true and lawful  attorneys-in-fact  and agents,  with
full power of substitution and resubstitution,  for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments)  and  supplements  to this  Registration
Statement,  and to file  the  same  with  the  Commission,  granting  unto  said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents, or any of them or their substitute or substitutes,
may  lawfully  do or  cause  to be  done  by  virtue  hereof.  Pursuant  to  the
requirements of the Securities Act of 1933, this Registration Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.

 /s/ Anthony M. Marlon, M.D.     Chairman of the Board,        November 11, 1998
Anthony M. Marlon, M.D.          Chief Executive Officer,
                                 and Director (principal executive officer)

   /s/ Erin E. MacDonald         President and Director        November 11, 1998
Erin E. MacDonald

   /s/ Paul H. Palmer          Acting Chief Financial Officer  November 11, 1998
-----------------------------
Paul H. Palmer                   (principal financial officer
                                 and accounting officer)

   /s/ Thomas Y. Hartley         Director                      November 11, 1998
-----------------------------
Thomas Y. Hartley

   /s/ William J. Raggio          Director                     November 11, 1998
-----------------------------
William J. Raggio

   /s/ Charles L. Ruthe           Director                     November 11, 1998
-----------------------------
Charles L. Ruthe
EXHIBIT INDEX

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

4.2      Certificate  of Division of Shares into  Smaller  Denominations  of the
         registrant,  incorporated  by reference to Exhibit 3.3 to the Company's
         Annual Report on Form 10-K for the fiscal year ended December 31, 1992.
4.3      Amended and Restated By-Laws of the Company,  incorporated by reference
         to  Exhibit  3.3 to the  Company's  Annual  Report on Form 10-K for the
         fiscal year ended December 31, 1997.

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

5        Opinion of Steven C.  Root,  Esq.,  with  respect  to the  legality  of
         securities being registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Deloitte & Touche LLP.

23.3     Consent of Steven C. Root, Esq. (included in Exhibit 5).

24 Powers of Attorney  (included  on the  signature  pages of this  Registration
Statement).
Exhibit 5
                          Law Offices of Steven C. Root
                              29 Job Seamans Acres
                         New London, New Hampshire 03257

                                December 4, 1998

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

     Re:  Registration  Statement  on Form S-8  Relating  to the  Sierra  Health
Services,  Inc. Stock Purchase Plan for Service Provider  Employees,  the Sierra
Health Services 1998 Stock Incentive Plan, and the Sierra Health Services,  Inc.
1995 Long-Term Incentive Plan, as Amended and Restated

Ladies and Gentlemen:

I have acted as counsel to Sierra Health  Services,  Inc., a Nevada  corporation
(the "Company"),  in connection with the preparation of a registration statement
on Form S-8 (the  "Registration  Statement") to be filed with the Securities and
Exchange  Commission  (the  "Commission")  under the  Securities Act of 1933, as
amended (the  "Securities  Act"),  relating to 1,850,000 shares of the Company's
common stock (the "Registered  Shares"),  $.005 par value per share (the "Common
Stock"),  to be offered and sold under the  Company's  Stock  Purchase  Plan for
Service  Provider  Employees,  1998 Stock  Incentive  Plan,  and 1995  Long-Term
Incentive Plan, as amended and restated (together, the "Plans").

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

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

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

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

                                                              Very truly yours,

                                                              /s/ Steven C. Root
                                                              Steven C. Root
Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Sierra Health Services, Inc.:

We consent to the incorporation by reference in this  Registration  Statement of
Sierra Health  Services,  Inc.  (the  "Company") on Form S-8 of our report dated
February 16, 1998,  appearing in the Annual Report on Form 10-K of Sierra Health
Services, Inc. for the year ended December 31, 1997.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
November 23, 1998
Exhibit 23.2

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Sierra Health Services, Inc.:

We consent to the incorporation by reference in this  Registration  Statement of
Sierra Health  Services,  Inc.  (the  "Company") on Form S-8 of our report dated
March 5, 1998,  related to the financial  statements of Kaiser Foundation Health
Plan of Texas for the year ended  December 31, 1997,  appearing in the Company's
Report on Form 8-K filed with the Securities and Exchange Commission on November
12, 1998.

DELOITTE & TOUCHE LLP

Dallas, Texas
November 23, 1998