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<PRE>
   <b>As filed with the Securities and Exchange Commission on September 20, 2002.


                                                     Registration No. 333-




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



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



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



                                     <b>NEVADA</b>
         (State or other jurisdiction of incorporation or organization)



                                   <b>88-0200415</b>
                      (I.R.S. Employer Identification No.)



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



                          <b>SIERRA HEALTH SERVICES, INC.
             1995 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED</b>


                            (Full title of the plan)



                            <b>Frank E. Collins, Esquire
                 Senior Vice President, Legal and Administration
                          Sierra Health Services, Inc.
                              2724 North Tenaya Way
                             Las Vegas, Nevada 89128
                                 (702) 242-7000</b>
 (Name, address and telephone number, including area code, of agent for service)



                         <b>CALCULATION OF REGISTRATION FEE


                                                                    Proposed Maximum    Proposed Maximum     Amount of
            Title of Securities                   Amount to          Offering Price        Aggregate       Registration Fee
            to be Registered(1)                be Registered(1)         Per Unit         Offering Price</b>

Common Stock, $0.005 par value                 1,300,000 shares          $___(2)            $___(2)             $___(3)


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

     (1) This registration  statement (the "Registration  Statement")  registers
the offer and sale of up to 1,300,000  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 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 the Plan. Attached to the Common
Stock are certain  rights to purchase  Series A Junior  Participating  Preferred
Stock upon the occurrence of specified events.

     (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of  calculating  the  registration  fee,  based upon the  average of the
reported  high and low sales prices for shares of Common Stock on September  17,
2002,  as  reported  on the  composite  tape for New York Stock  Exchange-listed
securities.

     (3)  Calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
amended,  as follows:  $92 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.






<PAGE>



                                     PART II

                      INFORMATION REQUIRED IN REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference

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

     (a) The Company's  Annual Report on Form 10-K for the Company's fiscal year
ended  December  31, 2001,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The Company's  Quarterly  Report on Form 10-Q for the Company's  fiscal
quarters ended March 31, 2002 and June 30, 2002, filed pursuant to Section 13(a)
of the Exchange Act.

     (c)  Each of the  Company's  Current  Reports  on Form 8-K  filed  with the
Commission  since  December 31, 2001  pursuant to Section  13(a) of the Exchange
Act.

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

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

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

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

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The legal  review of the  shares of Common  Stock  offered  hereby has been
passed upon for the Registrant by Frank E. Collins, Senior Vice President, Legal
and Administration. As of September 17, 2002, Mr. Collins owned 80,951 shares of
the  Company's  Common  Stock  (including  stock  units) and 298,120  options to
purchase additional shares.

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  4  (b)  to  the
               Registrant's  Registration  Statement on Form S-8 (No.  33-41543)
               effective July 3, 1991.

4.2            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, 2001.

4.3            Rights  Agreement,  dated as of June 14, 1994 between the Company
               and Continental Stock Transfer &amp; 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).

4.4            Rights Agreement, dated as of June 14, 1994, amended as of August
               10, 2000,  between the Registrant and Wells Fargo Bank Minnesota,
               N.A.,  incorporated  by reference to Exhibit 4.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2001.

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

15             Not applicable.

23.1           Consent of Deloitte &amp; Touche LLP.

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

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

99             Not applicable.

Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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


<PAGE>


                                   <b>SIGNATURES</b>

     <i>The Registrant.</i> 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 August 30, 2002.

                                              SIERRA HEALTH SERVICES, INC.


                                              By:   /s/  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., Frank E. Collins
and  Paul  H.  Palmer,  and  each  of  them,  as  his  or her  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) and supplements to this Registration Statement, and to file the same
with the Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming  all that said  attorneys-in-fact  and agents,  or any of them or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.  Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

/s/  ANTHONY M. MARLON, M.D.                        Chairman of the Board, Chief Executive Officer,      August 30, 2002
                                                    and Director (principal executive officer)
Anthony M. Marlon, M.D.

/s/  PAUL H. PALMER                                 Senior Vice President, Chief Financial Officer,      August 30, 2002
                                                    and Treasurer (principal financial officer and
Paul H. Palmer                                      accounting officer)

/s/  ERIN E. MACDONALD                              Director                                             August 30, 2002

Erin E. MacDonald

/s/  THOMAS Y. HARTLEY                              Director                                             August 30, 2002

Thomas Y. Hartley

/s/  WILLIAM J. RAGGIO                              Director                                             August 30, 2002

William J. Raggio

/s/  CHARLES L. RUTHE                               Director                                             August 30, 2002

Charles L. Ruthe

/s/  ANTHONY L. WATSON                              Director                                             August 30, 2002

Anthony L. Watson

/s/  ALBERT L. GREENE                               Director                                             August 30, 2002

Albert L. Greene

/s/  MICHAEL E. LUCE                                Director                                             August 30, 2002

Michael E. Luce


<PAGE>



                                  EXHIBIT INDEX

                                                                                                                           Sequentially
Exhibit                             Description                                                                              Numbered Page

4.1            Articles of  Incorporation,  together with amendments  thereto to
               date,   incorporated  by  reference  to  Exhibit  4  (b)  to  the
               Registrant's  Registration  Statement on Form S-8 (No.  33-41543)
               effective July 3, 1991.

4.2            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, 2001.

4.3            Rights  Agreement,  dated as of June 14, 1994 between the Company
               and Continental Stock Transfer &amp; 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).

4.4            Rights Agreement, dated as of June 14, 1994, amended as of August
               10, 2000,  between the Registrant and Wells Fargo Bank Minnesota,
               N.A.,  incorporated  by reference to Exhibit 4.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2001.

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

23.1           Consent of Deloitte &amp; Touche LLP.

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

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






</PRE>
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As filed with the Securities and Exchange Commission on September 20, 2002.

                                                     Registration No. 333-

                                  UNITED STATES
                       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.
             1995 LONG-TERM INCENTIVE PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
Frank E. Collins, Esquire
                 Senior Vice President, Legal and Administration
                          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 Maximum    Proposed Maximum     Amount of
            Title of Securities                   Amount to          Offering Price        Aggregate       Registration Fee
            to be Registered(1)                be Registered(1)         Per Unit         Offering Price
Common Stock, $0.005 par value                 1,300,000 shares          $___(2)            $___(2)             $___(3)

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

     (1) This registration  statement (the "Registration  Statement")  registers
the offer and sale of up to 1,300,000  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 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 the Plan. Attached to the Common
Stock are certain  rights to purchase  Series A Junior  Participating  Preferred
Stock upon the occurrence of specified events.

     (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of  calculating  the  registration  fee,  based upon the  average of the
reported  high and low sales prices for shares of Common Stock on September  17,
2002,  as  reported  on the  composite  tape for New York Stock  Exchange-listed
securities.

     (3)  Calculated  pursuant to Section 6(b) of the Securities Act of 1933, as
amended,  as follows:  $92 per $1 million of proposed maximum aggregate offering
price.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

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

Item 2.  Registrant Information.

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

                      INFORMATION REQUIRED IN REGISTRATION
                    STATEMENT AND NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

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

     (a) The Company's  Annual Report on Form 10-K for the Company's fiscal year
ended  December  31, 2001,  filed  pursuant to Section  13(a) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

     (b) The Company's  Quarterly  Report on Form 10-Q for the Company's  fiscal
quarters ended March 31, 2002 and June 30, 2002, filed pursuant to Section 13(a)
of the Exchange Act.

     (c)  Each of the  Company's  Current  Reports  on Form 8-K  filed  with the
Commission  since  December 31, 2001  pursuant to Section  13(a) of the Exchange
Act.

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

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

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

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

Item 4.  Description of Securities

     Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The legal  review of the  shares of Common  Stock  offered  hereby has been
passed upon for the Registrant by Frank E. Collins, Senior Vice President, Legal
and Administration. As of September 17, 2002, Mr. Collins owned 80,951 shares of
the  Company's  Common  Stock  (including  stock  units) and 298,120  options to
purchase additional shares.

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  4  (b)  to  the
               Registrant's  Registration  Statement on Form S-8 (No.  33-41543)
               effective July 3, 1991.

4.2            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, 2001.

4.3            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).

4.4            Rights Agreement, dated as of June 14, 1994, amended as of August
               10, 2000,  between the Registrant and Wells Fargo Bank Minnesota,
               N.A.,  incorporated  by reference to Exhibit 4.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2001.

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

15             Not applicable.

23.1           Consent of Deloitte & Touche LLP.

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

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

99             Not applicable.

Item 9. Undertakings

     (a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Las Vegas, Nevada, on August 30, 2002.

                                              SIERRA HEALTH SERVICES, INC.

                                              By:   /s/  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., Frank E. Collins
and  Paul  H.  Palmer,  and  each  of  them,  as  his  or her  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for him or her and in his or her name,  place and stead, in any
and all  capacities,  to sign any and all amendments  (including  post-effective
amendments) and supplements to this Registration Statement, and to file the same
with the Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and confirming  all that said  attorneys-in-fact  and agents,  or any of them or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.  Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

/s/  ANTHONY M. MARLON, M.D.                        Chairman of the Board, Chief Executive Officer,      August 30, 2002
                                                    and Director (principal executive officer)
Anthony M. Marlon, M.D.

/s/  PAUL H. PALMER                                 Senior Vice President, Chief Financial Officer,      August 30, 2002
                                                    and Treasurer (principal financial officer and
Paul H. Palmer                                      accounting officer)

/s/  ERIN E. MACDONALD                              Director                                             August 30, 2002

Erin E. MacDonald

/s/  THOMAS Y. HARTLEY                              Director                                             August 30, 2002

Thomas Y. Hartley

/s/  WILLIAM J. RAGGIO                              Director                                             August 30, 2002

William J. Raggio

/s/  CHARLES L. RUTHE                               Director                                             August 30, 2002

Charles L. Ruthe

/s/  ANTHONY L. WATSON                              Director                                             August 30, 2002

Anthony L. Watson

/s/  ALBERT L. GREENE                               Director                                             August 30, 2002

Albert L. Greene

/s/  MICHAEL E. LUCE                                Director                                             August 30, 2002

Michael E. Luce
EXHIBIT INDEX

                                                                                                                           Sequentially
Exhibit                             Description                                                                              Numbered Page

4.1            Articles of  Incorporation,  together with amendments  thereto to
               date,   incorporated  by  reference  to  Exhibit  4  (b)  to  the
               Registrant's  Registration  Statement on Form S-8 (No.  33-41543)
               effective July 3, 1991.

4.2            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, 2001.

4.3            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).

4.4            Rights Agreement, dated as of June 14, 1994, amended as of August
               10, 2000,  between the Registrant and Wells Fargo Bank Minnesota,
               N.A.,  incorporated  by reference to Exhibit 4.2 to the Company's
               Annual Report on Form 10-K for the fiscal year ended December 31,
               2001.

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

23.1           Consent of Deloitte & Touche LLP.

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

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