As filed with the Securities and Exchange Commission on March 30,
          1994

                                    Registration Statement No. 33-        .


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC   20549

                                     F O R M  S-8
                                REGISTRATION STATEMENT
                                        Under
                              The Securities Act of 1933

                          CONTINENTAL MEDICAL SYSTEMS, INC.
                  (Exact name of issuer as specified in its charter)

                    Delaware                        51-0287965  
          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)         Identification No.)


                                   600 Wilson Lane
                                 Post Office Box 715
                          Mechanicsburg, Pennsylvania 17055
                 (Address of principal executive offices) (Zip Code)


                   1993 Non-Qualified Stock Option Plan, as amended
                                1994 Stock Option Plan
                              (Full title of the plans)

                               David G. Nation, Esquire
                      Senior Vice President and General Counsel
                          Continental Medical Systems, Inc.
                                   600 Wilson Lane
                                 Post Office Box 715
                          Mechanicsburg, Pennsylvania 17055
                       (Name and address of agent for service)

          Telephone number, including area code,
          of agent for service: (717) 790-8300

                     Please send copies of all communications to:

                              Robert H. Strouse, Esquire
                                Drinker Biddle & Reath
                                      Suite 1100
                                 1345 Chestnut Street
                                Philadelphia, PA 19107 

                           CALCULATION OF REGISTRATION FEE

            Title of    Amount of   Proposed     Proposed       Amount of
           securities   shares to    maximum      maximum     registration
             to be         be       offering     aggregate       fee(1)
           registered  registered   price per    offering
                                    share(1)     price(1)

             Common     2,500,000   $11.1875    $27,968,750     $9,644.40
             Stock
           par value
              $.01

          (1)  Calculated pursuant to Rule 457(h).  The price is computed
               based upon the average of the high and low prices reported
               on the New York Stock Exchange on March 28, 1994.


             PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

                    There are incorporated herein by reference the
          following documents:

               1.   The Company's Annual Report on Form 10-K for the fiscal
                    year ended June 30, 1993;

               2.   The Company's Quarterly Reports on Form 10-Q for the
                    fiscal quarters ended September 30, 1993 and December
                    31, 1993; 

               3.   The Company's Current Report on Form 8-K filed on
                    January 25, 1994, as amended by a Current Report on
                    Form 8-K/A filed on January 28, 1994 (describing the
                    change in the Company's independent accountants);

               4.   A Current Report on Form 8-K filed on March 31, 1991
                    (containing a description of the Company's
                    Shareholders' Rights Plan), as amended by Form 8 filed
                    on April 17, 1991 (further describing the Company's
                    Shareholders' Rights Plan); and 

               5.   The Form 8-A of the Company filed on June 17, 1991,
                    (registering the Company's Common Stock and the Rights
                    issuable pursuant to the Company's Shareholders' Rights
                    Plan and containing a description of the Company's
                    Common Stock).

               All other reports and other documents filed by the Company
          pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
          Exchange Act of 1934 (the "Exchange Act") subsequent to the date
          of this Registration Statement and prior to the filing of a post- 
          effective amendment to this Registration Statement which
          indicates that all of the securities offered hereby have been
          sold or which deregisters all such securities then remaining
          unsold shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date of
          the filing of such reports and documents.

          Item 4.   Description of Securities.

               Not Applicable.

          Item 5.   Interests of Named Experts and Counsel.

               The validity of the issuance of the shares of Common Stock
          offered hereby has been passed upon for the Company by Drinker
          Biddle & Reath.  William M. Goldstein, a director of the Company,
          is a partner of Drinker Biddle & Reath.  Mr. Goldstein holds of
          record 40,000 shares of the Company's Common Stock and options
          granted under the Company's 1989 Non-Employee Director's Stock
          Option Plan to purchase an additional 11,250 shares.

          Item 6.   Indemnification of Directors and Officers.  

               Article NINTH of the Company's Restated Certificate of
          Incorporation, as amended, provides as follows:

                    A director of the Corporation shall have no personal
               liability to the Corporation or its stockholders for
               monetary damages for breach of fiduciary duties as a
               director except to the extent that Section 102(b)(7) (or any
               successor provision) of the Delaware General Corporation
               Law, as amended from time to time, expressly provides that
               the liability of a director may not be eliminated or
               limited.

               Section 145 of the Delaware General Corporation Law, Del.
          Code Ann. tit. 8,   145 (1987), permits indemnification of
          officers and directors in certain circumstances.

               Article 4 of the Company's by-laws, as amended, provides as
          follows:

                    Any person who was or is a party or is threatened to be
               made a party to any threatened, pending or completed action,
               suit or proceeding, whether civil, criminal, administrative
               or investigative, by reason of the fact that such person is
               or was a director or officer of the Corporation at the
               request of the Corporation as a director, officer, employee,
               agent, fiduciary or other representative of another
               corporation, partnership, joint venture, trust, employee
               benefit plan or other enterprise, shall be indemnified by
               the Corporation against expenses (including attorneys'
               fees), judgments, fines, excise taxes and amounts paid in
               settlement actually and reasonably incurred by such person 
               in connection with such action, suit or proceeding to the
               full extent permissible under Delaware law.


          Item 8.   Exhibits.

          4.1       The Company's 1993 Non-Qualified Stock Option Plan, as
                    amended

          4.2       The Company's 1994 Stock Option Plan

          4.3       Restated Certificate of Incorporation, as amended, of
                    the Company

          4.4       By-laws, as amended, of the Company

          4.5       Rights Agreement, dated as of March 11, 1991, between
                    the Company and Security Trust Company, N.A.

          5         Opinion of Drinker Biddle & Reath, counsel to the
                    Company

          24.1      Consent of Price Waterhouse, independent accountants

          24.2      Consent of Drinker Biddle & Reath is included in
                    Exhibit 5. 

          25        Powers of Attorney of Directors of the Company


                                      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 Mechanicsburg, Commonwealth of Pennsylvania, on this
          30th day of March, 1994.

                                        CONTINENTAL MEDICAL SYSTEMS, INC.

                                        By: /s/ Robert A. Ortenzio       
                                             Robert A. Ortenzio
                                             President

               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.

          Signature               Title                     Date

          * Rocco A.Ortenzio      Chairman of the Board     March 30, 1994 
          Rocco A. Ortenzio       and Chief Executive
                                  Officer

          /s/Robert A. Ortenzio   President (Chief          March 30, 1994
          Robert A. Ortenzio      Operating Officer)
                                  and Director

          /s/Dennis L. Lehman     Senior Vice President     March 30, 1994
          Dennis L. Lehman        and Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)        

          * Kenneth F. Barber     Director                  March 30, 1994
          Kenneth F. Barber

          * Russell L. Carson     Director                  March 30, 1994
          Russell L. Carson

          * Bryan C. Cressey      Director                  March 30, 1994 
          Bryan C. Cressey

          * Frank DeFazio         Director                  March 30, 1994
          Frank DeFazio

          * William M. Goldstein  Director                  March 30, 1994
          William M. Goldstein

          * LeRoy S. Zimmerman    Director                  March 30, 1994
          LeRoy S. Zimmerman

          *By: /s/ Robert A. Ortenzio
               Robert A. Ortenzio
               Attorney-in-Fact


                                       EXHIBIT INDEX

           Exhibit Description of Exhibit  Page number in Rule 403 sequential
           Number                          numbering system where exhibit can
                                           be found
           4.1     The Company's 1993 Non- Incorporated by reference from the
                   Qualified Stock Option  Company's Report on Form 10-K (File
                   Plan, as amended        No. 0-15088) filed with the
                                           Commission on September 27, 1993.

           4.2     The Company's 1994      Incorporated by reference from the
                   Stock Option Plan       Company's Report on Form 10-K (File
                                           No. 0-15088) filed with the
                                           Commission on September 27, 1993. 

           4.3     Restated Certificate of Incorporated by reference from the
                   Incorporation, as       Company's Registration Statement on
                   amended, of the Company Form S-4 (File No. 33-60004/22-
                                           23996), filed with the Commission on
                                           March 24, 1993.

           4.4     By-Laws, as amended, of Incorporated by reference from the
                   the Company             Company's Report on Form 10-K (File
                                           No. 0-15088) filed with the
                                           Commission on September 25, 1992.

           4.5     Rights Agreement, dated Incorporated by reference from the
                   as of March 11, 1991    Company's Current Report on Form 8-K
                   between the Company and (File No. 0-15088) filed on March
                   Security Trust Company, 18, 1991, as amended by Form 8 filed
                   N.A.                    on April 17, 1991.

           5       Opinion of Drinker,     Follows Exhibit Index 
                   Biddle & Reath, counsel
                   to the Company

           24.1    Consent of Price        Follows Exhibit Index
                   Waterhouse, independent
                   accountants

           24.2    Consent of Drinker,     Follows Exhibit Index
                   Biddle & Reath is
                   included in Exhibit 5

           25      Powers of Attorney of   Follows Exhibit Index
                   Directors of the
                   Company


                                         EXHIBIT 5

                                        March 8, 1994


          Continental Medical Systems, Inc.
          P.O. Box 715
          600 Wilson Lane
          Mechanicsburg, Pennsylvania 17055

          Gentlemen:

               We have acted as counsel to Continental Medical Systems, Inc.
          (the "Company") in connection with the preparation and filing with the
          Securities and Exchange Commission of the Company's Registration
          Statement on Form S-8 under the Securities Act of 1933 (the
          "Registration Statement") relating to 2,500,000 shares of Common Stock
          of the Company, par value $.01 per share (the "Shares"), issuable upon
          the exercise of options granted under the Company's 1993 Non-Qualified
          Employee Stock Option Plan, as amended and 1994 Stock Option Plan
          (together, the "Plans"). 

               In this capacity, we have reviewed originals or copies, certified
          or otherwise identified to our satisfaction, of the Company's
          Certificate of Incorporation, its By-Laws, resolutions of its Board of
          Directors, the Plans, and such other documents and corporate records
          as we have deemed appropriate for the purpose of giving this opinion.

               Based upon the foregoing and consideration of such questions of
          law as we have deemed relevant, we are of the opinion that the Shares
          issued by the Company upon the exercise of stock options properly
          granted under the Plans and payment therefor in accordance with the
          terms of the Plans will be validly issued, fully paid and
          nonassessable by the Company. 

               The opinions expressed herein are limited to the General
          Corporation Law of the State of Delaware. 

               We consent to the use of this opinion as an exhibit to the
          Registration Statement.  This does not constitute a consent under
          Section 7 of the Securities Act of 1933 since we have not certified
          any part of the Registration Statement and do not otherwise come
          within the categories of persons whose consent is required under
          Section 7 or the rules and regulations of the Securities and Exchange
          Commission.

                                        Very truly yours,



                                        DRINKER BIDDLE & REATH


                                       EXHIBIT 24.1

                            Consent of Independent Accountants    


          We hereby consent to the incorporation by reference in this
          Registration Statement on Form S-8 of our report dated August 10,
          1993, which appears on page 37 of the 1993 Annual Report to
          Shareholders of Continental Medical Systems, Inc., which is
          incorporated by reference in Continental Medical Systems, Inc.'s
          Annual Report on Form 10-K for the year ended June 30, 1993.  We also
          consent to the incorporation by reference of our report on the
          Financial Statement Schedules, which appears on page 34 of such Annual
          Report on Form 10-K.

          PRICE WATERHOUSE

          Philadelphia, PA
          March 23, 1994

                                        EXHIBIT 25

                                     POWER OF ATTORNEY 

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio or Kenneth F. Barber, or
          either of them, his attorney to do any all acts, including the
          execution of documents, which said attorneys, or either of them, may
          deem necessary or advisable to enable Continental Medical Systems,
          Inc. (the "Company") to comply with the Securities Act of 1933, as
          amended, and the rules, regulations and requirements of the Securities
          and Exchange Commission in connection with the registration under said
          Act of Common Stock of the Company to be offered pursuant to the 1992
          CEO Stock Option Plan, as amended, of the Company, the 1993
          Nonqualified Stock Option Plan, as amended, of the Company, and the
          1994 Stock Option Plan of the Company, including but not limited to
          the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ Robert A. Ortenzio

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio or Robert A. Ortenzio, or
          either of them, his attorney to do any all acts, including the
          execution of documents, which said attorneys, or either of them, may
          deem necessary or advisable to enable Continental Medical Systems,
          Inc. (the "Company") to comply with the Securities Act of 1933, as
          amended, and the rules, regulations and requirements of the Securities
          and Exchange Commission in connection with the registration under said
          Act of Common Stock of the Company to be offered pursuant to the 1992
          CEO Stock Option Plan, as amended, of the Company, the 1993
          Nonqualified Stock Option Plan, as amended, of the Company, and the
          1994 Stock Option Plan of the Company, including but not limited to
          the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present. 

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.


                                        /s/ Kenneth F. Barber

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.


                                        /s/ Dennis L. Lehman

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant 
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.


                                        /s/ Russell L. Carson

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.


                                        /s/ Bryan C. Cressey

                                        EXHIBIT 25

                                     POWER OF ATTORNEY 

                KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 11th day of March, 1994.



                                        /s/ Frank DeFazio

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all 
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.



                                        /s/ William M. Goldstein


                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 15th day of March, 1994.



                                        /s/ LeRoy S. Zimmerman

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Robert A. Ortenzio or Kenneth F. Barber, or
          either of them, his attorney to do any all acts, including the
          execution of documents, which said attorneys, or either of them, may 
          deem necessary or advisable to enable Continental Medical Systems,
          Inc. (the "Company") to comply with the Securities Act of 1933, as
          amended, and the rules, regulations and requirements of the Securities
          and Exchange Commission in connection with the registration under said
          Act of Common Stock of the Company to be offered pursuant to the 1992
          CEO Stock Option Plan, as amended, of the Company, the 1993
          Nonqualified Stock Option Plan, as amended, of the Company, and the
          1994 Stock Option Plan of the Company, including but not limited to
          the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 8th day of March, 1994.



                                        /s/ Rocco A. Ortenzio
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 33567}]
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As filed with the Securities and Exchange Commission on March 30,
          1994

                                    Registration Statement No. 33-        .

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC   20549

                                     F O R M  S-8
                                REGISTRATION STATEMENT
                                        Under
                              The Securities Act of 1933

                          CONTINENTAL MEDICAL SYSTEMS, INC.
                  (Exact name of issuer as specified in its charter)

                    Delaware                        51-0287965  
          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)         Identification No.)

                                   600 Wilson Lane
                                 Post Office Box 715
                          Mechanicsburg, Pennsylvania 17055
                 (Address of principal executive offices) (Zip Code)

                   1993 Non-Qualified Stock Option Plan, as amended
                                1994 Stock Option Plan
                              (Full title of the plans)

                               David G. Nation, Esquire
                      Senior Vice President and General Counsel
                          Continental Medical Systems, Inc.
                                   600 Wilson Lane
                                 Post Office Box 715
                          Mechanicsburg, Pennsylvania 17055
                       (Name and address of agent for service)

          Telephone number, including area code,
          of agent for service: (717) 790-8300

                     Please send copies of all communications to:

                              Robert H. Strouse, Esquire
                                Drinker Biddle & Reath
                                      Suite 1100
                                 1345 Chestnut Street
                                Philadelphia, PA 19107 

                           CALCULATION OF REGISTRATION FEE

            Title of    Amount of   Proposed     Proposed       Amount of
           securities   shares to    maximum      maximum     registration
             to be         be       offering     aggregate       fee(1)
           registered  registered   price per    offering
                                    share(1)     price(1)

             Common     2,500,000   $11.1875    $27,968,750     $9,644.40
             Stock
           par value
              $.01

          (1)  Calculated pursuant to Rule 457(h).  The price is computed
               based upon the average of the high and low prices reported
               on the New York Stock Exchange on March 28, 1994.

             PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Item 3.   Incorporation of Documents by Reference.

                    There are incorporated herein by reference the
          following documents:

               1.   The Company's Annual Report on Form 10-K for the fiscal
                    year ended June 30, 1993;

               2.   The Company's Quarterly Reports on Form 10-Q for the
                    fiscal quarters ended September 30, 1993 and December
                    31, 1993; 

               3.   The Company's Current Report on Form 8-K filed on
                    January 25, 1994, as amended by a Current Report on
                    Form 8-K/A filed on January 28, 1994 (describing the
                    change in the Company's independent accountants);

               4.   A Current Report on Form 8-K filed on March 31, 1991
                    (containing a description of the Company's
                    Shareholders' Rights Plan), as amended by Form 8 filed
                    on April 17, 1991 (further describing the Company's
                    Shareholders' Rights Plan); and 

               5.   The Form 8-A of the Company filed on June 17, 1991,
                    (registering the Company's Common Stock and the Rights
                    issuable pursuant to the Company's Shareholders' Rights
                    Plan and containing a description of the Company's
                    Common Stock).

               All other reports and other documents filed by the Company
          pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
          Exchange Act of 1934 (the "Exchange Act") subsequent to the date
          of this Registration Statement and prior to the filing of a post- 
          effective amendment to this Registration Statement which
          indicates that all of the securities offered hereby have been
          sold or which deregisters all such securities then remaining
          unsold shall be deemed to be incorporated by reference in this
          Registration Statement and to be a part hereof from the date of
          the filing of such reports and documents.

          Item 4.   Description of Securities.

               Not Applicable.

          Item 5.   Interests of Named Experts and Counsel.

               The validity of the issuance of the shares of Common Stock
          offered hereby has been passed upon for the Company by Drinker
          Biddle & Reath.  William M. Goldstein, a director of the Company,
          is a partner of Drinker Biddle & Reath.  Mr. Goldstein holds of
          record 40,000 shares of the Company's Common Stock and options
          granted under the Company's 1989 Non-Employee Director's Stock
          Option Plan to purchase an additional 11,250 shares.

          Item 6.   Indemnification of Directors and Officers.  

               Article NINTH of the Company's Restated Certificate of
          Incorporation, as amended, provides as follows:

                    A director of the Corporation shall have no personal
               liability to the Corporation or its stockholders for
               monetary damages for breach of fiduciary duties as a
               director except to the extent that Section 102(b)(7) (or any
               successor provision) of the Delaware General Corporation
               Law, as amended from time to time, expressly provides that
               the liability of a director may not be eliminated or
               limited.

               Section 145 of the Delaware General Corporation Law, Del.
          Code Ann. tit. 8,   145 (1987), permits indemnification of
          officers and directors in certain circumstances.

               Article 4 of the Company's by-laws, as amended, provides as
          follows:

                    Any person who was or is a party or is threatened to be
               made a party to any threatened, pending or completed action,
               suit or proceeding, whether civil, criminal, administrative
               or investigative, by reason of the fact that such person is
               or was a director or officer of the Corporation at the
               request of the Corporation as a director, officer, employee,
               agent, fiduciary or other representative of another
               corporation, partnership, joint venture, trust, employee
               benefit plan or other enterprise, shall be indemnified by
               the Corporation against expenses (including attorneys'
               fees), judgments, fines, excise taxes and amounts paid in
               settlement actually and reasonably incurred by such person 
               in connection with such action, suit or proceeding to the
               full extent permissible under Delaware law.

          Item 8.   Exhibits.

          4.1       The Company's 1993 Non-Qualified Stock Option Plan, as
                    amended

          4.2       The Company's 1994 Stock Option Plan

          4.3       Restated Certificate of Incorporation, as amended, of
                    the Company

          4.4       By-laws, as amended, of the Company

          4.5       Rights Agreement, dated as of March 11, 1991, between
                    the Company and Security Trust Company, N.A.

          5         Opinion of Drinker Biddle & Reath, counsel to the
                    Company

          24.1      Consent of Price Waterhouse, independent accountants

          24.2      Consent of Drinker Biddle & Reath is included in
                    Exhibit 5. 

          25        Powers of Attorney of Directors of the Company

                                      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 Mechanicsburg, Commonwealth of Pennsylvania, on this
          30th day of March, 1994.

                                        CONTINENTAL MEDICAL SYSTEMS, INC.

                                        By: /s/ Robert A. Ortenzio       
                                             Robert A. Ortenzio
                                             President

               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.

          Signature               Title                     Date

          * Rocco A.Ortenzio      Chairman of the Board     March 30, 1994 
          Rocco A. Ortenzio       and Chief Executive
                                  Officer

          /s/Robert A. Ortenzio   President (Chief          March 30, 1994
          Robert A. Ortenzio      Operating Officer)
                                  and Director

          /s/Dennis L. Lehman     Senior Vice President     March 30, 1994
          Dennis L. Lehman        and Chief Financial Officer
                                  (Principal Financial and
                                  Accounting Officer)        

          * Kenneth F. Barber     Director                  March 30, 1994
          Kenneth F. Barber

          * Russell L. Carson     Director                  March 30, 1994
          Russell L. Carson

          * Bryan C. Cressey      Director                  March 30, 1994 
          Bryan C. Cressey

          * Frank DeFazio         Director                  March 30, 1994
          Frank DeFazio

          * William M. Goldstein  Director                  March 30, 1994
          William M. Goldstein

          * LeRoy S. Zimmerman    Director                  March 30, 1994
          LeRoy S. Zimmerman

          *By: /s/ Robert A. Ortenzio
               Robert A. Ortenzio
               Attorney-in-Fact

                                       EXHIBIT INDEX

           Exhibit Description of Exhibit  Page number in Rule 403 sequential
           Number                          numbering system where exhibit can
                                           be found
           4.1     The Company's 1993 Non- Incorporated by reference from the
                   Qualified Stock Option  Company's Report on Form 10-K (File
                   Plan, as amended        No. 0-15088) filed with the
                                           Commission on September 27, 1993.

           4.2     The Company's 1994      Incorporated by reference from the
                   Stock Option Plan       Company's Report on Form 10-K (File
                                           No. 0-15088) filed with the
                                           Commission on September 27, 1993. 

           4.3     Restated Certificate of Incorporated by reference from the
                   Incorporation, as       Company's Registration Statement on
                   amended, of the Company Form S-4 (File No. 33-60004/22-
                                           23996), filed with the Commission on
                                           March 24, 1993.

           4.4     By-Laws, as amended, of Incorporated by reference from the
                   the Company             Company's Report on Form 10-K (File
                                           No. 0-15088) filed with the
                                           Commission on September 25, 1992.

           4.5     Rights Agreement, dated Incorporated by reference from the
                   as of March 11, 1991    Company's Current Report on Form 8-K
                   between the Company and (File No. 0-15088) filed on March
                   Security Trust Company, 18, 1991, as amended by Form 8 filed
                   N.A.                    on April 17, 1991.

           5       Opinion of Drinker,     Follows Exhibit Index 
                   Biddle & Reath, counsel
                   to the Company

           24.1    Consent of Price        Follows Exhibit Index
                   Waterhouse, independent
                   accountants

           24.2    Consent of Drinker,     Follows Exhibit Index
                   Biddle & Reath is
                   included in Exhibit 5

           25      Powers of Attorney of   Follows Exhibit Index
                   Directors of the
                   Company

                                         EXHIBIT 5

                                        March 8, 1994

          Continental Medical Systems, Inc.
          P.O. Box 715
          600 Wilson Lane
          Mechanicsburg, Pennsylvania 17055

          Gentlemen:

               We have acted as counsel to Continental Medical Systems, Inc.
          (the "Company") in connection with the preparation and filing with the
          Securities and Exchange Commission of the Company's Registration
          Statement on Form S-8 under the Securities Act of 1933 (the
          "Registration Statement") relating to 2,500,000 shares of Common Stock
          of the Company, par value $.01 per share (the "Shares"), issuable upon
          the exercise of options granted under the Company's 1993 Non-Qualified
          Employee Stock Option Plan, as amended and 1994 Stock Option Plan
          (together, the "Plans"). 

               In this capacity, we have reviewed originals or copies, certified
          or otherwise identified to our satisfaction, of the Company's
          Certificate of Incorporation, its By-Laws, resolutions of its Board of
          Directors, the Plans, and such other documents and corporate records
          as we have deemed appropriate for the purpose of giving this opinion.

               Based upon the foregoing and consideration of such questions of
          law as we have deemed relevant, we are of the opinion that the Shares
          issued by the Company upon the exercise of stock options properly
          granted under the Plans and payment therefor in accordance with the
          terms of the Plans will be validly issued, fully paid and
          nonassessable by the Company. 

               The opinions expressed herein are limited to the General
          Corporation Law of the State of Delaware. 

               We consent to the use of this opinion as an exhibit to the
          Registration Statement.  This does not constitute a consent under
          Section 7 of the Securities Act of 1933 since we have not certified
          any part of the Registration Statement and do not otherwise come
          within the categories of persons whose consent is required under
          Section 7 or the rules and regulations of the Securities and Exchange
          Commission.

                                        Very truly yours,

                                        DRINKER BIDDLE & REATH

                                       EXHIBIT 24.1

                            Consent of Independent Accountants    

          We hereby consent to the incorporation by reference in this
          Registration Statement on Form S-8 of our report dated August 10,
          1993, which appears on page 37 of the 1993 Annual Report to
          Shareholders of Continental Medical Systems, Inc., which is
          incorporated by reference in Continental Medical Systems, Inc.'s
          Annual Report on Form 10-K for the year ended June 30, 1993.  We also
          consent to the incorporation by reference of our report on the
          Financial Statement Schedules, which appears on page 34 of such Annual
          Report on Form 10-K.

          PRICE WATERHOUSE

          Philadelphia, PA
          March 23, 1994

                                        EXHIBIT 25

                                     POWER OF ATTORNEY 

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio or Kenneth F. Barber, or
          either of them, his attorney to do any all acts, including the
          execution of documents, which said attorneys, or either of them, may
          deem necessary or advisable to enable Continental Medical Systems,
          Inc. (the "Company") to comply with the Securities Act of 1933, as
          amended, and the rules, regulations and requirements of the Securities
          and Exchange Commission in connection with the registration under said
          Act of Common Stock of the Company to be offered pursuant to the 1992
          CEO Stock Option Plan, as amended, of the Company, the 1993
          Nonqualified Stock Option Plan, as amended, of the Company, and the
          1994 Stock Option Plan of the Company, including but not limited to
          the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ Robert A. Ortenzio

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio or Robert A. Ortenzio, or
          either of them, his attorney to do any all acts, including the
          execution of documents, which said attorneys, or either of them, may
          deem necessary or advisable to enable Continental Medical Systems,
          Inc. (the "Company") to comply with the Securities Act of 1933, as
          amended, and the rules, regulations and requirements of the Securities
          and Exchange Commission in connection with the registration under said
          Act of Common Stock of the Company to be offered pursuant to the 1992
          CEO Stock Option Plan, as amended, of the Company, the 1993
          Nonqualified Stock Option Plan, as amended, of the Company, and the
          1994 Stock Option Plan of the Company, including but not limited to
          the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present. 

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ Kenneth F. Barber

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ Dennis L. Lehman

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant 
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ Russell L. Carson

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ Bryan C. Cressey

                                        EXHIBIT 25

                                     POWER OF ATTORNEY 

                KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 11th day of March, 1994.

                                        /s/ Frank DeFazio

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all 
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 30th day of March, 1994.

                                        /s/ William M. Goldstein

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Rocco A. Ortenzio, Robert A. Ortenzio or
          Kenneth F. Barber, or any of them, his attorney to do any all acts,
          including the execution of documents, which said attorneys, or any of
          them, may deem necessary or advisable to enable Continental Medical
          Systems, Inc. (the "Company") to comply with the Securities Act of
          1933, as amended, and the rules, regulations and requirements of the
          Securities and Exchange Commission in connection with the registration
          under said Act of Common Stock of the Company to be offered pursuant
          to the 1992 CEO Stock Option Plan, as amended, of the Company, the
          1993 Nonqualified Stock Option Plan, as amended, of the Company, and
          the 1994 Stock Option Plan of the Company, including but not limited
          to the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 15th day of March, 1994.

                                        /s/ LeRoy S. Zimmerman

                                        EXHIBIT 25

                                     POWER OF ATTORNEY

               KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby
          constitute and appoint Robert A. Ortenzio or Kenneth F. Barber, or
          either of them, his attorney to do any all acts, including the
          execution of documents, which said attorneys, or either of them, may 
          deem necessary or advisable to enable Continental Medical Systems,
          Inc. (the "Company") to comply with the Securities Act of 1933, as
          amended, and the rules, regulations and requirements of the Securities
          and Exchange Commission in connection with the registration under said
          Act of Common Stock of the Company to be offered pursuant to the 1992
          CEO Stock Option Plan, as amended, of the Company, the 1993
          Nonqualified Stock Option Plan, as amended, of the Company, and the
          1994 Stock Option Plan of the Company, including but not limited to
          the power and authority to sign in the name and on behalf of the
          undersigned, in any and all capacities in which the signature of the
          undersigned would be appropriate, a registration statement on Form S-8
          and any and all post-effective amendments thereto for filing with the
          Securities and Exchange Commission under the Securities Act of 1933
          with respect to such securities, and generally to do and perform all
          things necessary to be done in the premises as fully and effectually
          in all respects as the undersigned could do if personally present.

               IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
          seal this 8th day of March, 1994.

                                        /s/ Rocco A. Ortenzio