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              


                        1992 CEO Stock Option Plan, as amended
																												(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
           registered  registered   price per offering price
                                      share

             Common      500,000     $15.75     $7,875,000      $2,715.52
             Stock
           par value
              $.01 


          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 1992 CEO Stock Option Plan, as amended

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

          4.3       By-laws, as amended, of the Company

          4.4       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 1992 CEO  Incorporated by reference from the
                   Stock Option Plan, as   Company's Report on Form 10-K (File
                   amended                 No. 0-15088) filed with the
                                           Commission on September 27, 1993.

           4.2     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.

           4.3     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.

           4.4     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.
          600 Wilson Lane
          Post Office Box 715
          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 3,000,000 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 1992 CEO Stock
          Option Plan, as amended, 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,


                                        /S/ 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
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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              

                        1992 CEO Stock Option Plan, as amended
																												(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
           registered  registered   price per offering price
                                      share

             Common      500,000     $15.75     $7,875,000      $2,715.52
             Stock
           par value
              $.01 

          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 1992 CEO Stock Option Plan, as amended

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

          4.3       By-laws, as amended, of the Company

          4.4       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 1992 CEO  Incorporated by reference from the
                   Stock Option Plan, as   Company's Report on Form 10-K (File
                   amended                 No. 0-15088) filed with the
                                           Commission on September 27, 1993.

           4.2     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.

           4.3     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.

           4.4     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.
          600 Wilson Lane
          Post Office Box 715
          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 3,000,000 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 1992 CEO Stock
          Option Plan, as amended, 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,

                                        /S/ 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