As filed with the Securities and Exchange Commission on
               January 20, 2000.


                                                 Registration No. 333-_______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


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


                                     NEVADA
         (State or other jurisdiction of incorporation or organization)
                                   88-0200415
                      (I.R.S. Employer Identification No.)


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


                SIERRA HEALTH AUTOMATIC RETIREMENT PLAN (SHARP)
                            (Full title of the plan)


                           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


<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>      <C>
Common Stock, $0.005        100,000 shares        $ 6.9375(2)    $ 693,750      $ 183.15 (3)
par value

</TABLE>


     (1) This registration  statement (the "Registration  Statement")  registers
100,000  shares  of Common  Stock of  Sierra  Health  Services,  Inc.,  a Nevada
corporation (the "Company"), which may be sold from time to time pursuant to the
Sierra Health Automatic  Retirement Plan (SHARP) (the "Plan"). In addition,  the
Company may make offers,  including solicitations of offers to buy shares, under
the Plan, which  transactions  shall be covered by the  Registration  Statement.
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.  Attached to the Common Stock
are certain rights to purchase  Series A Junior  Participating  Preferred  Stock
upon the occurrence of specified events.  In addition,  pursuant to Rule 416(b),
the Registration  Statement  covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan.

     (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 January  13,
2000,  as  reported  on the  composite  tape for New York Stock  Exchange-listed
securities.

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






                                                         PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

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


Item 2.  Registrant Information.

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




































                                                           I - 1


                                                      PART II

                                       INFORMATION REQUIRED IN REGISTRATION
                                     STATEMENT AND NOT REQUIRED IN PROSPECTUS


Item 3.  Incorporation of Documents by Reference

     The  Company  and the  Plan  hereby  incorporate  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, 1998,  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, 1999,  June 30, 1999,  and September  30, 1999,  filed
pursuant to Section 13(a) of the Exchange Act.

     (c) The Company's  Current  Report on Form 8-K filed with the Commission on
March 18, 1999 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 or the
Plan 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.



                                                     II - 1

Item 5.  Interests of Named Experts and Counsel

         Not applicable.


Item 6.  Indemnification of Directors and Officers

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

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


Item 7.  Exemption from Registration

         Not applicable.

Item 8.  Exhibits

Exhibit
Description
4.1
Articles of Incorporation, together with
amendments thereto to date, incorporated by
reference to Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1990.
4.2
Certificate of Division of Shares into Smaller
Denominations of the registrant, incorporated
by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4.3
Amended and Restated By-Laws of the
Company, incorporated by reference to Exhibit
3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31,
1997.
4.4
Rights Agreement, dated as of June 14, 1994
between the Company and Continental Stock
Transfer & Trust Company, incorporated by
reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-3 effective
October 11, 1994 (Reg. No. 33-83664).
5
Not applicable (no original issuance shares will
be offered and sold under the Plan); the
Registrant hereby undertakes that it will submit
or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make
all changes required by the IRS as necessary in
order to qualify the Plan under Section 401 of
the Internal Revenue Code.
8
Not applicable.
15
Not applicable.
23.1

                                                     II - 2

Consent of Deloitte & Touche LLP.
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

     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 January 18, 2000.

                                         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.  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.
<TABLE>
<CAPTION>

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

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

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

/s/ Thomas Y. Hartley            Director                             January 18, 2000
Thomas Y. Hartley


/s/ William J. Raggio            Director                             January 18, 2000
William J. Raggio

/s/ Charles L. Ruthe             Director                             January 18, 2000
Charles L. Ruthe
</TABLE>




     The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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
January 19, 2000.


                                                   SIERRA HEALTH AUTOMATIC
                                                    RETIREMENT PLAN (SHARP)


                                                   By:   /s/ Timothy Coulter

                                                   Trustee



                                                  EXHIBIT INDEX


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).

23.1
Consent of Deloitte & Touche LLP.


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



                                                             Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Sierra Health Services, Inc.:


     We consent to the incorporation by reference in this Registration Statement
of Sierra  Health  Services,  Inc. on Form S-8 of our report  dated  February 8,
1999,  appearing in the Annual  Report on Form 10-K of Sierra  Health  Services,
Inc. for the year ended December 31, 1998.


DELOITTE & TOUCHE LLP

Las Vegas, Nevada
January 19, 2000
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19250}]
{"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": "333-95113", "film-number": "510562"}, "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
               January 20, 2000.

                                                 Registration No. 333-_______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)
                                   88-0200415
                      (I.R.S. Employer Identification No.)

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

                SIERRA HEALTH AUTOMATIC RETIREMENT PLAN (SHARP)
                            (Full title of the plan)

                           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        100,000 shares        $ 6.9375(2)    $ 693,750      $ 183.15 (3)
par value
(1) This registration  statement (the "Registration  Statement")  registers
100,000  shares  of Common  Stock of  Sierra  Health  Services,  Inc.,  a Nevada
corporation (the "Company"), which may be sold from time to time pursuant to the
Sierra Health Automatic  Retirement Plan (SHARP) (the "Plan"). In addition,  the
Company may make offers,  including solicitations of offers to buy shares, under
the Plan, which  transactions  shall be covered by the  Registration  Statement.
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.  Attached to the Common Stock
are certain rights to purchase  Series A Junior  Participating  Preferred  Stock
upon the occurrence of specified events.  In addition,  pursuant to Rule 416(b),
the Registration  Statement  covers an  indeterminate  amount of interests to be
offered or sold pursuant to the Plan.

     (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 January  13,
2000,  as  reported  on the  composite  tape for New York Stock  Exchange-listed
securities.

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

                                                         PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

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

Item 2.  Registrant Information.

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

                                                           I - 1

                                                      PART II

                                       INFORMATION REQUIRED IN REGISTRATION
                                     STATEMENT AND NOT REQUIRED IN PROSPECTUS

Item 3.  Incorporation of Documents by Reference

     The  Company  and the  Plan  hereby  incorporate  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, 1998,  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, 1999,  June 30, 1999,  and September  30, 1999,  filed
pursuant to Section 13(a) of the Exchange Act.

     (c) The Company's  Current  Report on Form 8-K filed with the Commission on
March 18, 1999 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 or the
Plan 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.

                                                     II - 1

Item 5.  Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

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

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

Item 7.  Exemption from Registration

         Not applicable.

Item 8.  Exhibits

Exhibit
Description
4.1
Articles of Incorporation, together with
amendments thereto to date, incorporated by
reference to Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1990.
4.2
Certificate of Division of Shares into Smaller
Denominations of the registrant, incorporated
by reference to Exhibit 3.3 to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4.3
Amended and Restated By-Laws of the
Company, incorporated by reference to Exhibit
3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31,
1997.
4.4
Rights Agreement, dated as of June 14, 1994
between the Company and Continental Stock
Transfer & Trust Company, incorporated by
reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-3 effective
October 11, 1994 (Reg. No. 33-83664).
5
Not applicable (no original issuance shares will
be offered and sold under the Plan); the
Registrant hereby undertakes that it will submit
or has submitted the Plan and any amendment
thereto to the Internal Revenue Service ("IRS")
in a timely manner and has made or will make
all changes required by the IRS as necessary in
order to qualify the Plan under Section 401 of
the Internal Revenue Code.
8
Not applicable.
15
Not applicable.
23.1

                                                     II - 2

Consent of Deloitte & Touche LLP.
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

     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 January 18, 2000.

                                         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.  and Erin
MacDonald and each of them as his or her true and lawful  attorneys-in-fact  and
agents, with full power of substitution and  resubstitution,  for him or her and
in his or her name, place and stead, in any and all capacities,  to sign any and
all amendments  (including  post-effective  amendments)  and supplements to this
Registration Statement, and to file the same with the Commission,  granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing  requisite  and necessary to be done
in connection therewith, as fully to all intents and purposes as he or she might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact and agents, or any of them or their substitute or substitutes,
may  lawfully  do or  cause  to be  done  by  virtue  hereof.  Pursuant  to  the
requirements of the Securities Act of 1933, this Registration Statement has been
signed  below  by the  following  persons  in the  capacities  and on the  dates
indicated.
/s/ Anthony M. Marlon, M.D.     Chairman of the Board, Chief         January 18, 2000
Anthony M. Marlon, M.D.          Executive Officer, and Director
                                 (principal executive officer)

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

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

/s/ Thomas Y. Hartley            Director                             January 18, 2000
Thomas Y. Hartley

/s/ William J. Raggio            Director                             January 18, 2000
William J. Raggio

/s/ Charles L. Ruthe             Director                             January 18, 2000
Charles L. Ruthe
The Plan.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have 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
January 19, 2000.

                                                   SIERRA HEALTH AUTOMATIC
                                                    RETIREMENT PLAN (SHARP)

                                                   By:   /s/ Timothy Coulter

                                                   Trustee

                                                  EXHIBIT INDEX

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).

23.1
Consent of Deloitte & Touche LLP.

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

                                                             Exhibit 23.1

INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Sierra Health Services, Inc.:

     We consent to the incorporation by reference in this Registration Statement
of Sierra  Health  Services,  Inc. on Form S-8 of our report  dated  February 8,
1999,  appearing in the Annual  Report on Form 10-K of Sierra  Health  Services,
Inc. for the year ended December 31, 1998.

DELOITTE & TOUCHE LLP

Las Vegas, Nevada
January 19, 2000