SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                        NOVACARE EMPLOYEE SERVICES, INC.
               (Exact name of issuer as specified in its charter)

               DELAWARE                                   23-2866146
      (State or other jurisdiction                     (I.R.S. Employer
           of incorporation                           Identification No.)
           or organization)
                                   ----------

                              2621 Van Buren Avenue
                         Norristown, Pennsylvania 19403
                                 (610) 650-4700
                    (Address of principal executive offices)
                                   ----------

                        NOVACARE EMPLOYEE SERVICES, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------

                                 LOREN J. HULBER
                      President and Chief Executive Officer
                        NovaCare Employee Services, Inc.
                              2621 Van Buren Avenue
                         Norristown, Pennsylvania 19403
                                 (610) 650-4700
                      (Name, address and telephone number,
                   including area code, of agent for service)
                                   ----------

                                    Copy to:
                             MARIE L. MARTINO, Esq.
                                 NovaCare, Inc.
                             1016 West Ninth Avenue
                       King of Prussia, Pennsylvania 19406
                                   ----------

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.
                                   ----------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
===============================================================================
<CAPTION>

                                    Proposed        Proposed
   Title of                          maximum         maximum        Amount of
 securities to      Amount to        offering       aggregate     registration
 be registered    be registered  price per share  offering price       fee
 -------------    -------------  ---------------  --------------  ------------
<S>                 <C>               <C>         <C>               <C>
  Common Stock      1,625,000         $9.12       $14,820,000.00    $4371.90
($.01 par value)
===============================================================================
</TABLE>

                               Page 1 of 10 pages

<PAGE>
                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference.

            The Company hereby states that (i) the documents  listed in (a), (b)
and (c) below are incorporated by reference in this  Registration  Statement and
(ii) all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

            (a) The Company's  Prospectus  dated November 11, 1997 filed on Form
S-1.

            (b) The  Company's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997.

            (c) The  description of the Company's  Common Stock contained in the
Company's registration statement on Form 8-A, filed on November 10, 1997.


Item 4.     Description of Securities.

            Not applicable.


Item 5.     Interests of Named Experts and Counsel.

            The legality of the securities  registered hereunder has been passed
upon by Marie L. Martino,  Esq., an employee of the Company.  Ms. Martino, as of
February  27,  1998 owned  directly  options to  purchase  30,000  shares of the
Company's Common Stock.

Item 6.     Indemnification of Directors and Officers.

            Under  the  provisions  of  Article  SIXTH  of  the  Certificate  of
Incorporation of the Company, the Company is required to indemnify a director or
officer of the Company  from and against any and all  expenses  and  liabilities
that may be imposed upon or incurred by him in  connection  with, or as a result
of, any proceeding in which he is or is threatened to be made a party, by reason
of the fact that he is or was such a director, officer, employee or agent of the
Company,  whether or not he continues  to be such at the time such  expenses and
liabilities shall have been imposed or incurred, and to pay the expenses of such
officer or director in advance of the final  disposition of such proceeding,  to
the  extent  permitted  by the  laws of the  State of  Delaware,  as they may be
amended from time to time.

            Under the  provisions  of Article  ELEVENTH  of the  Certificate  of
Incorporation of the Company,  a director of the Company shall not have personal
liability to the Company or to any of its  stockholders for monetary damages for
a breach of his fiduciary  duty as a director,  except as otherwise  provided by
the laws of the State of Delaware.


                                       2
<PAGE>



            The Company  maintains  indemnity  insurance  for its  officers  and
directors, insuring them against (i) expenses incurred by them in any proceeding
and (ii) any liabilities  asserted  against them in their capacities as officers
and/or directors of the Company.


Item 7.     Exemption from Registration Claimed.

            Not applicable.


Item 8.     Exhibits.

            The  Exhibits  required  to be  filed  as part of this  Registration
Statement are listed in the attached Index to Exhibits.


Item 9.     Undertakings.

            The undersigned  Registrant hereby  undertakes,  except as otherwise
specifically  provided in the rules of the  Securities  and Exchange  Commission
promulgated under the Securities Act of 1933:

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

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

                 (ii) To reflect in the  prospectus  any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

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

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

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

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




                                       3
<PAGE>


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

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


































                                       4
<PAGE>


                              POWER OF ATTORNEY

            The Registrant and each person whose signature  appears below hereby
appoints  Loren J. Hulber and Marie L.  Martino as  attorneys-in-fact  with full
power of  substitution,  severally,  to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one  or  more   amendments   (including   post-effective   amendments)  to  this
Registration  Statement as the  attorney-in-fact  acting in the  premises  deems
appropriate and to file any such amendment to this  Registration  Statement with
the Securities and Exchange Commission.

                                   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 Norristown and  Commonwealth  of Pennsylvania on the
27th day of February, 1998.

                                    NOVACARE EMPLOYEE SERVICES, INC.


                                    By /s/ Loren J. Hulber
                                       ---------------------------------
                                           Loren J. Hulber
                                           President and Chief
                                           Executive Officer


            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




By                                   Director,
   --------------------------------  Chairman of the Board      __________, 1998
        E. Martin Gibson



By /s/ Loren J. Hulber               Director, President and   February 27, 1998
   --------------------------------  Chief Executive Officer
       Loren J. Hulber



By /s/ Thomas D. Schubert            Sr. Vice President, and   February 27, 1998
   --------------------------------  Chief Financial and
       Thomas D. Schubert            Accounting Officer





                                       5
<PAGE>



By /s/ Harvey V. Fineberg, MD, PhD   Director                  February 27, 1998
   -------------------------------
       Harvey V. Fineberg, MD, PhD



By /s/ John H. Foster                Director                  February 27, 1998
   --------------------------------
      John H. Foster


By /s/ Timothy E. Foster             Director                  February 27, 1998
   --------------------------------
       Timothy E. Foster



By /s/ Stephen E. O'Neil             Director                  February 27, 1998
   --------------------------------
       Stephen E. O'Neil






































                                      6


<PAGE>



                            INDEX TO EXHIBITS


Number               Description of Exhibit                   Page

4(i)           -  Certificate of Incorporation of
                  the Company (Incorporated by
                  reference to Exhibit 3(a) to
                  Registration Statement on
                  Form S-1 No. 333-35071)                      --

4(ii)          -  By-Laws of the Company
                  (Incorporated by reference to
                  Exhibit 3(b) to Registration
                  Statement on Form S-1
                  No. 333-35071)                               --

4(iii)         -  1997 Stock Option Plan (Incorporated
                  by reference to Exhibit 4(a) to 
                  Registration Statement on Form S-1
                  No. 333-35071)                               --

4(iv)          -  Amendment No. 1 to the 1997
                  Stock Option Plan, dated as
                  of November 24, 1997
                  (Incorporated by reference to
                  Exhibit 4(a) to the Company's
                  Quarterly Report on Form 10-Q
                  for the quarter ended
                  December 31, 1997)                           --

5              -  Opinion of Marie L. Martino, Esq.             8

23(i)          -  Consent of Price Waterhouse                   9

23(ii)         -  Consent of Marie L. Martino, Esq.            10

24             -  Power of Attorney (See "Power
                  of Attorney" in the Registration
                  Statement)                                   --











                                       7
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{"company-data": {"conformed-name": "NOVACARE EMPLOYEE SERVICES INC", "cik": "0001045536", "assigned-sic": "7363", "irs-number": "232866146", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47001", "film-number": "98552040"}, "business-address": {"street1": "2621 VAN BUREN AVE", "city": "MORRISTOWN", "state": "PA", "zip": "19403"}, "mail-address": {"street1": "2616 VAN BUREN AVENUE", "city": "MORRISTOWN", "state": "PA", "zip": "19403"}}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

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

                        NOVACARE EMPLOYEE SERVICES, INC.
               (Exact name of issuer as specified in its charter)

               DELAWARE                                   23-2866146
      (State or other jurisdiction                     (I.R.S. Employer
           of incorporation                           Identification No.)
           or organization)
                                   ----------

                              2621 Van Buren Avenue
                         Norristown, Pennsylvania 19403
                                 (610) 650-4700
                    (Address of principal executive offices)
                                   ----------

                        NOVACARE EMPLOYEE SERVICES, INC.
                             1997 STOCK OPTION PLAN
                            (Full title of the plan)
                                   ----------

                                 LOREN J. HULBER
                      President and Chief Executive Officer
                        NovaCare Employee Services, Inc.
                              2621 Van Buren Avenue
                         Norristown, Pennsylvania 19403
                                 (610) 650-4700
                      (Name, address and telephone number,
                   including area code, of agent for service)
                                   ----------

                                    Copy to:
                             MARIE L. MARTINO, Esq.
                                 NovaCare, Inc.
                             1016 West Ninth Avenue
                       King of Prussia, Pennsylvania 19406
                                   ----------

        Approximate date of commencement of proposed sale to the public:
                        As soon as practicable after the
                    Registration Statement becomes effective.
                                   ----------

                         CALCULATION OF REGISTRATION FEE

===============================================================================
Proposed        Proposed
   Title of                          maximum         maximum        Amount of
 securities to      Amount to        offering       aggregate     registration
 be registered    be registered  price per share  offering price       fee
 -------------    -------------  ---------------  --------------  ------------
Common Stock      1,625,000         $9.12       $14,820,000.00    $4371.90
($.01 par value)
===============================================================================
Page 1 of 10 pages
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

            The Company hereby states that (i) the documents  listed in (a), (b)
and (c) below are incorporated by reference in this  Registration  Statement and
(ii) all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  Registration
Statement and to be a part hereof from the date of filing of such documents.

            (a) The Company's  Prospectus  dated November 11, 1997 filed on Form
S-1.

            (b) The  Company's  Quarterly  Reports on Form 10-Q for the quarters
ended September 30, 1997 and December 31, 1997.

            (c) The  description of the Company's  Common Stock contained in the
Company's registration statement on Form 8-A, filed on November 10, 1997.

Item 4.     Description of Securities.

            Not applicable.

Item 5.     Interests of Named Experts and Counsel.

            The legality of the securities  registered hereunder has been passed
upon by Marie L. Martino,  Esq., an employee of the Company.  Ms. Martino, as of
February  27,  1998 owned  directly  options to  purchase  30,000  shares of the
Company's Common Stock.

Item 6.     Indemnification of Directors and Officers.

            Under  the  provisions  of  Article  SIXTH  of  the  Certificate  of
Incorporation of the Company, the Company is required to indemnify a director or
officer of the Company  from and against any and all  expenses  and  liabilities
that may be imposed upon or incurred by him in  connection  with, or as a result
of, any proceeding in which he is or is threatened to be made a party, by reason
of the fact that he is or was such a director, officer, employee or agent of the
Company,  whether or not he continues  to be such at the time such  expenses and
liabilities shall have been imposed or incurred, and to pay the expenses of such
officer or director in advance of the final  disposition of such proceeding,  to
the  extent  permitted  by the  laws of the  State of  Delaware,  as they may be
amended from time to time.

            Under the  provisions  of Article  ELEVENTH  of the  Certificate  of
Incorporation of the Company,  a director of the Company shall not have personal
liability to the Company or to any of its  stockholders for monetary damages for
a breach of his fiduciary  duty as a director,  except as otherwise  provided by
the laws of the State of Delaware.

                                       2
The Company  maintains  indemnity  insurance  for its  officers  and
directors, insuring them against (i) expenses incurred by them in any proceeding
and (ii) any liabilities  asserted  against them in their capacities as officers
and/or directors of the Company.

Item 7.     Exemption from Registration Claimed.

            Not applicable.

Item 8.     Exhibits.

            The  Exhibits  required  to be  filed  as part of this  Registration
Statement are listed in the attached Index to Exhibits.

Item 9.     Undertakings.

            The undersigned  Registrant hereby  undertakes,  except as otherwise
specifically  provided in the rules of the  Securities  and Exchange  Commission
promulgated under the Securities Act of 1933:

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

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

                 (ii) To reflect in the  prospectus  any facts or events arising
after the  effective  date of this  Registration  Statement  (or the most recent
post-effective  amendment  hereof)  which,  individually  or in  the  aggregate,
represent a fundamental change in the information set forth in this Registration
Statement;

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

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

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

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

                                       3
The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                       4
POWER OF ATTORNEY

            The Registrant and each person whose signature  appears below hereby
appoints  Loren J. Hulber and Marie L.  Martino as  attorneys-in-fact  with full
power of  substitution,  severally,  to execute in the name and on behalf of the
Registrant and each such person, individually and in each capacity stated below,
one  or  more   amendments   (including   post-effective   amendments)  to  this
Registration  Statement as the  attorney-in-fact  acting in the  premises  deems
appropriate and to file any such amendment to this  Registration  Statement with
the Securities and Exchange Commission.

                                   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 Norristown and  Commonwealth  of Pennsylvania on the
27th day of February, 1998.

                                    NOVACARE EMPLOYEE SERVICES, INC.

                                    By /s/ Loren J. Hulber
                                       ---------------------------------
                                           Loren J. Hulber
                                           President and Chief
                                           Executive Officer

            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

By                                   Director,
   --------------------------------  Chairman of the Board      __________, 1998
        E. Martin Gibson

By /s/ Loren J. Hulber               Director, President and   February 27, 1998
   --------------------------------  Chief Executive Officer
       Loren J. Hulber

By /s/ Thomas D. Schubert            Sr. Vice President, and   February 27, 1998
   --------------------------------  Chief Financial and
       Thomas D. Schubert            Accounting Officer

                                       5
By /s/ Harvey V. Fineberg, MD, PhD   Director                  February 27, 1998
   -------------------------------
       Harvey V. Fineberg, MD, PhD

By /s/ John H. Foster                Director                  February 27, 1998
   --------------------------------
      John H. Foster

By /s/ Timothy E. Foster             Director                  February 27, 1998
   --------------------------------
       Timothy E. Foster

By /s/ Stephen E. O'Neil             Director                  February 27, 1998
   --------------------------------
       Stephen E. O'Neil

                                      6
INDEX TO EXHIBITS

Number               Description of Exhibit                   Page

4(i)           -  Certificate of Incorporation of
                  the Company (Incorporated by
                  reference to Exhibit 3(a) to
                  Registration Statement on
                  Form S-1 No. 333-35071)                      --

4(ii)          -  By-Laws of the Company
                  (Incorporated by reference to
                  Exhibit 3(b) to Registration
                  Statement on Form S-1
                  No. 333-35071)                               --

4(iii)         -  1997 Stock Option Plan (Incorporated
                  by reference to Exhibit 4(a) to 
                  Registration Statement on Form S-1
                  No. 333-35071)                               --

4(iv)          -  Amendment No. 1 to the 1997
                  Stock Option Plan, dated as
                  of November 24, 1997
                  (Incorporated by reference to
                  Exhibit 4(a) to the Company's
                  Quarterly Report on Form 10-Q
                  for the quarter ended
                  December 31, 1997)                           --

5              -  Opinion of Marie L. Martino, Esq.             8

23(i)          -  Consent of Price Waterhouse                   9

23(ii)         -  Consent of Marie L. Martino, Esq.            10

24             -  Power of Attorney (See "Power
                  of Attorney" in the Registration
                  Statement)                                   --

                                       7